Common use of EXERCISE OF THE OPTIONS Clause in Contracts

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Options at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering Shares which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to the Exercise Price. In the event that the broker-assisted cashless exercise procedure is elected, the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 hereof. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (d) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are met. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan (including without limitation Section 6(j) of the Plan (Separation from Service) and Section 11 of the Plan (Separation from Service following a Change in Control)), the Exchange Program Documents and this Agreement (including Section 4 hereof)Agreement, the Optionee may exercise all or a portion of the vested Options at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic telephonic, electronic or written) as may be specified by the Committee from time to time. The date of exercise shall be the date the required notice is received by the Company; provided, however, that if payment in full is not received by the Company as described herein or as otherwise permitted, such notice shall be deemed not to have been received. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. . (c) The payment of the Exercise Price shall be made in accordance with any process or procedure permitted by the Plan as of the date of exercise, including without limitation payment (i) in cash, or its equivalent, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering exchanging Shares which have been owned by the Optionee for at least six months (and which are not the subject to of any pledge or other security interest), (iviii) by having the Company “net settle” the Shares by withholding from the Shares which would otherwise be delivered to the Optionee such Shares with a Fair Market Value on sufficient to satisfy the date of minimum withholding required with respect thereto as determined by the Committee, (iv) through any broker’s cashless exercise equal to procedure approved by the Exercise Price sold by a broker-dealer Committee, or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to such Exercise Price and, if applicable, the Exercise Pricewithholding tax. In the event that the Any broker-assisted cashless exercise procedure is electedmust comply with all applicable laws at the time of exercise, and the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes (including non-U.S. taxes) incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 6 hereof. The net settlement of Shares and the exchange of Shares previously owned are hereby specifically authorized alternatives for the payment of the Exercise Price and/or the satisfaction of withholding obligations. (cd) Notwithstanding any other provision of the Plan Plan, the Exchange Program Documents or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (de) Upon As soon as practicable following the Company’s determination that an Option has been validly exercised as to any of the Shares, and the receipt by the Company of payment in full of the Exercise Price (as well as any applicable tax withholding as described in Section 6 hereof), the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company until certain conditions are met. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all All or a any portion of the vested Options may ----------------------- be exercised, in whole or in part, by the Holder hereof by completing and duly executing a notice of exercise in the form of Exhibit "A" annexed hereto, and delivering the notice to the Company at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after before the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, cash or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified check or official bank draft check, payable to the order of the Company, (iii) of the sum obtained by tendering Shares which have been owned multiplying the number of shares of Common Stock being purchased upon such exercise by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer then in effect. Unless the Options have expired or been exercised in full, the Company and the Holder agree that the Company may affix to this Agreement an appropriate notation indicating the number of shares for which Options were exercised and return this Agreement to the Holder. (vb) by a combination As soon as practicable after any exercise of all or any portion of the foregoingOptions and payment of the sum payable upon such exercise, provided that and in any event within 10 days thereafter, the combined Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable shares or other securities or property to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional shares to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current fair market value ("Market Value") of all cash and cash equivalents and the Fair one full share. The Market Value shall be the Market Price (as defined in Section 4 hereof) on the business day next preceding the day of exercise. Issuance and delivery of the shares of Common Stock deliverable on the due exercise of the Options may be postponed by the Company and its transfer agent during any period, not exceeding forty days, for which the Common Stock transfer books of the Company are closed between (1) the record date set by the Board for the determination of holders of Common Stock entitled to vote at or to receive notice of any such Shares so tendered stockholders' meeting, or entitled to the Company as receive payment of any dividends or to any allotment of rights, or to exercise rights in respect of any change, conversation or exchange of capital stock, and (2) the date of such tender meeting of stockholders, the date for the payment of such dividends, the date for such allotment of rights, or sold by a broker-dealer is at least equal the date when any such change or conversion or exchange of capital stock shall go into effect, as the case may be. In addition, if any law or regulation of the Securities and Exchange Commission (the "SEC") or of any other federal or state governmental body having jurisdiction shall require the Company or the Holder to take any action prior to issuance to the Exercise Price. In Holder of the event that shares of Common Stock specified in the broker-assisted cashless exercise procedure is electedwritten notice of exercise, or if any listing agreement between the Company and any national securities exchange requires such shares to be listed prior to issuance, the Optionee date for the delivery of such shares shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 hereof. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Option may be exercised prior to adjourned until the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisableaction and/or such listing. (d) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are met. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan (including without limitation Section 6(j) of the Plan (Separation from Service) and Section 11 of the Plan (Separation from Service following a Change in Control)), the Exchange Program Documents and this Agreement (including Section 4 hereof)Agreement, the Optionee may exercise all or a portion of the vested Options at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic telephonic, electronic or written) as may be specified by the Committee from time to time. The date of exercise shall be the date the required notice is received by the Company; provided, however, that if payment in full is not received by the Company as described herein or as otherwise permitted, such notice shall be deemed not to have been received. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. . (c) The payment of the Exercise Price shall be made in accordance with any process or procedure permitted by the Plan as of the date of exercise, including without limitation payment (i) in cash, or its equivalent, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering exchanging Shares which have been owned by the Optionee for at least six months (and which are not the subject to of any pledge or other security interest), (iviii) by having the Company “net settle” the Shares by withholding from the Shares which would otherwise be delivered to the Optionee such Shares with a Fair Market Value on sufficient to satisfy the date of minimum withholding required with respect thereto as determined by the Committee, (iv) through any broker’s cashless exercise equal to procedure approved by the Exercise Price sold by a broker-dealer Committee, or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to such Exercise Price and, if applicable, the Exercise Pricewithholding tax. In the event that the Any broker-assisted cashless exercise procedure is electedmust comply with all applicable laws at the time of exercise, and the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 6 hereof. The net settlement of Shares and the exchange of Shares previously owned are hereby specifically authorized alternatives for the payment of the Exercise Price and/or the satisfaction of withholding obligations. (cd) Notwithstanding any other provision of the Plan Plan, the Exchange Program Documents or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (de) Upon As soon as practicable following the Company’s determination that an Option has been validly exercised as to any of the Shares, and the receipt by the Company of payment in full of the Exercise Price (as well as any applicable tax withholding as described in Section 6 hereof), the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company until certain conditions are met. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan and this Option Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Options Option at any time prior to the tenth anniversary of the Date of Grant (the “"Expiration Date”"); provided that Options the Option may be exercised with respect to whole Shares only; and provided further that Options the Option may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are portion of the Option is then exercisable if such number is less than 100). In no event shall any portion of the Options Option be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options Option may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are Option is being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering Shares which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to the Exercise Price. In the event that the broker-assisted cashless exercise procedure is elected, to the extent permitted by applicable law and the Committee, the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 7 hereof. (c) Notwithstanding any other provision of the Plan or this Option Agreement to the contrary, no portion of the Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (d) Upon the Company’s 's determination that an a portion of the Option has been validly exercised as to any of the Shares, the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates certificate may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are metmet as required by law. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.

EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: (a) Subject to the provisions terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by the Optionee upon delivery of notice to the Corporation (the "Exercise Notice") in accordance with the procedure prescribed in this Section 5. The Exercise Notice shall state that the Optionee has elected to exercise the Option or any portion thereof. Delivery of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Options at any time Exercise Notice prior to the tenth anniversary expiration of the Date Option Period shall be sufficient to entitle the Optionee to purchase the Option Shares notwithstanding that the Closing (as subsequently defined in Section 5(b) of Grant this Agreement) may occur after the expiration of the Option Period. Within ten (10) business days of receipt of the Exercise Notice, the Corporation will specify, by written notice to the Optionee, the number and the Purchase Price of the Option Shares to be purchased by the Optionee, a date and time (the “Expiration "Closing Date”"); provided that Options may , and place for payment of the Purchase Price of the Option Shares to be exercised with respect to whole Shares only; and provided further that Options may purchased by the Optionee. The Closing Date will not be exercised at any one time as to fewer more than 100 Shares fifteen (or such number of Shares as to which 15) business days from the Options are then exercisable if such number date that the Exercise Notice is less than 100). In no event shall received by the Options be exercisable on or after Corporation unless another date is agreed upon in writing by the Expiration DateCorporation and the Optionee. (b) In accordance with Section 3(aPayment of the Purchase Price of the Option Shares to be acquired pursuant to the exercise of the Option will be made by the Optionee at the closing ("Closing") hereof, the Options may be exercised by either: (i) delivering to the Company Corporation cash or a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified cashier's check or bank draft payable to the order of the Company, Corporation for the full amount of the Purchase Price; or (iiiii) by tendering Shares which have been owned by the Optionee for at least six months (and which are not subject tender to any pledge or other security interest), (iv) by having Shares the Corporation of common stock of the Corporation with a Fair Market Value market value, determined as of the close of business on the date of exercise day before Closing, equal to the Exercise Purchase Price sold by a broker-dealer or (v) by a combination where such shares are endorsed in blank, and/or delivered with all applicable stock powers, for the free transfer and assignment to the Corporation in full satisfaction and payment of the foregoingPurchase Price. At Closing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered Corporation shall deliver. 68 to the Company as of Optionee the date of such tender or sold by a broker-dealer is at least equal to stock certificates representing the Exercise Price. In Option Shares being purchased upon the event that the broker-assisted cashless exercise procedure is elected, the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 hereofOption. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any government body, national securities exchange, or inter-dealer market system that the Committee shall in its sole discretion determine to be necessary or advisable. (d) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the registrar for the Company will make an entry on its books and records evidencing that such Shares have been duly issued as of that date; provided, however, that the Optionee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificates may bear a restrictive legend prohibiting the transfer of such Shares until certain conditions are met. The Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificates or in the certificates themselves.