Common use of Exercise Procedures Clause in Contracts

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option Options by giving the Company written notice (in person or by first class mail to the Secretary of the Company at the Company’s principal executive office) of Grantee’s intent to exercise the Options in the manner provided in this Agreement, specifying the number of Shares as to which the Option is Options are to be exercisedexercised and is accompanied by full payment therefor. At The purchase price for any Shares purchased pursuant to the exercise of Options shall be paid in full upon such time exercise in cash, by check or, at the discretion of the Committee and upon such terms and conditions as the Committee shall determineapprove, by transferring previously owned Shares to the Grantee shall pay Company, having Shares withheld or exercising pursuant to a “cashless exercise” procedure, or any combination thereof. Any Shares transferred to the exercise price (i) in cash, (ii) with the approval Company as payment of the Committee, by delivering Shares, which purchase price under such Options shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal of such Options. If requested by the Committee, Grantee shall deliver the Agreement evidencing the Options to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T Secretary of the Federal Reserve Board, Company who shall endorse thereon a notation of such exercise and return such Option Agreement to Grantee. Not less than one hundred (100) Shares may be purchased at any time upon the exercise of Options unless the number of Shares so purchased constitutes the total number of Shares then purchasable under the Options or (iv) by such other method as the Committee may approvedetermines otherwise, to the extent permitted by applicable lawin its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option Options shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any such tax withholding obligation of the Employer with respect to the Option Options by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 11 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan as if the grant had been issued pursuant to the Plan, to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 12 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan as if the grant had been issued pursuant to the Plan, to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares shares of Company Stock as to which the Option is to be exercised. exercised and such other information as the Company or its delegate may require. (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cash, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) unless the Committee determines otherwise, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. At such time as the Committee approvalmay determine, the Grantee Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state federal, state, local and local other tax liabilities. (e) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee Directors shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeDirectors, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the CommitteeDirectors) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Directors may approve, to the extent permitted by applicable law. The Committee Directors may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeDirectors, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Directors deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Directors approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares shares of Company Stock as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price and applicable withholding taxes shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the shares of Company Stock. The Grantee shall pay the exercise price and applicable withholding taxes (i) in cashcash or certified check, (ii) with the approval of if permitted by the Committee, by delivering Shares, which shall be valued at their shares of Company Stock owned by the Grantee and having an aggregate Fair Market Value (as defined in the Plan) on the date of delivery, exercise equal to the exercise price or by attestation (on a form prescribed by the Committee) to ownership of Shares shares of Company Stock having a an aggregate Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, approve to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares the shares of Company Stock for the Grantee’s own account and not with a view to to, or for sale in connection with with, any distribution of the Sharesshares of Company Stock, or such other representation representations as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any all applicable taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Company Shares as to which the Option is to be exercised. exercised and such other information as the Company or its delegate may require. (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cash, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering SharesCompany Shares owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Company Shares having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee, by withholding Company Shares subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. Company Shares used to exercise an Option shall have been held by the Participant for the requisite period of time necessary to avoid adverse accounting consequences to the Company with respect to the Option. The Committee may impose from time to time such limitations as it deems appropriate on the use of Company Shares to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant may be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. At such time as the Committee approvalmay determine, the Grantee Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state federal, state, local and local other tax liabilities. (e) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 abovethis Stock Option Grant Agreement, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 10 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable lawdelivery of a promissory note. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Stock Option Grant Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable, or to deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Options. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding maximum marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in a form permitted by the manner provided in this AgreementCompany, specifying the number of Shares shares of Company Stock as to which the Option is to be exercised. exercised and such other information as the Company or its delegate may require. (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cash, (ii) with if permitted by the approval of the CommitteeCommittee in its sole discretion, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee in its sole discretion, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. If permitted by the Committee, the Grantee Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state federal, state, local and local other tax liabilities. (e) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the exercise provisions of Sections 2 and 3 abovebelow, the Grantee Optionee may exercise part the Option with respect to all or all a portion of the exercisable Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in this Agreement, specifying Paragraph 15 hereof. Such notice shall specify the number of Shares as to which the this Option is to be exercised. At such time as exercised and shall be accompanied by the Committee shall determine, the Grantee shall pay the applicable exercise price (i) in cashcash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the CommitteeBoard, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed Shares already owned by the Committee) to ownership of Shares Optionee having a Fair Market Value fair market value on the date of exercise equal to the exercise option price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (ivin) by such other method as the Committee may approvewith a combination of cash, to the extent permitted by applicable lawcheck or Shares. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including including, among other things, such actions steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that Board, as it deems appropriate, shall have the Grantee (right to impose restrictions on the resale or other person exercising transfer of Shares received upon the Option after exercise of the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view Option, to or for sale in connection comply with any distribution of the Shares, applicable state or such other representation as the Committee deems appropriate. (c) Federal securities laws. All obligations of the Company under this Agreement hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, if applicable. Subject or to Committee approvalpay for, any of the Shares specified in such notice upon tender of delivery thereof, the Grantee Optionee's right to purchase such undelivered Shares may elect to satisfy any tax withholding obligation be terminated, at the sole discretion of the Employer with respect Board. The date that notice of an election to exercise is received by the Option by having Shares withheld up to an amount that does not exceed Company shall be deemed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilitiesdate of exercise hereunder.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving (i) delivering to the Shareholder Services Department of the Company written notice of intent to exercise in (the manner provided in this Agreement“Exercise Notice”), specifying which shall state the election to exercise the Option, the number of Shares as to in respect of which the Option is to be exercised. At such time as being exercised (the Committee shall determine“Exercised Shares”), the Grantee method of payment, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; (ii) through use of the on-line service designated by the Company (currently E*TRADE stock Plans); or (iii) through the services of a broker of the Director’s own choosing, who will contact the Shareholder Services Department to make the necessary arrangements . A condition of the issuance of the Shares as to which an Option shall pay be exercised shall be the payment of the aggregate exercise price. The aggregate exercise price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (i) in cash, cash or its equivalent; (ii) with the approval of the Committee, by delivering tendering (either by actual delivery or attestation) previously acquired Shares, which shall be valued have been owned by the Grantee for at their least six months prior to such delivery, having an aggregate Fair Market Value (as defined in the Plan) on at the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date time of exercise equal to the aggregate exercise price, ; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or cashless (broker-assisted) exercise; (iv) by such any combination of (i), (ii) and (iii); or (v) any other method as approved or accepted by the Committee may approve, to the extent permitted by applicable lawin its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to of the Company for the payment of the aggregate exercise the Optionprice. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Trust a written notice of intent to exercise in the form made available to Grantee on the Company’s Intranet and in the manner provided in this Agreement, specifying the number of Common Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Common Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Common Shares having a Fair Market Value on the date of exercise equal to the exercise priceprice (or the portion of the exercise price to be paid by the surrender of shares or attestation), (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Common Shares to exercise the Option. (b) The obligation of the Company Trust to deliver Common Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company the Trust’s counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company Trust may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Common Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Common Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company Trust under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Common Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written AG notice of Gxxxxxx’s intent to exercise the Option in the manner provided in this Agreementaccordance with procedures communicated to Grantee from time to time, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price will be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the Shares. Except as otherwise determined by the Committee, Grantee shall will pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Sharescommon shares of AG, which shall will be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares common shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) with respect to an Option to purchase Class A common shares, by payment through delivery of a properly executed notice together with irrevocable instructions to a broker to promptly deliver to AG the amount of sale proceeds to pay the exercise price and related withholding taxes on the settlement date that occurs after the date specified in the notice of exercise, (iv) with respect to an Option to purchase Class B common shares, through attestation of the ability to pay the exercise price followed by immediate tendering of such shares to AG and its immediate repurchase of such shares in accordance with procedures permitted by Regulation T AG’s articles of incorporation, (v) a combination of the Federal Reserve Boardforegoing, or (ivvi) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares common shares of AG to exercise the Option. (b) The obligation of the Company AG to deliver Shares upon exercise of the Option shall will be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company AG’s counsel shall may deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company AG under this Agreement shall will be subject to the rights of the Company AG as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approvalExcept as otherwise determined by the Committee, the Grantee may elect to satisfy any tax withholding obligation of the Employer AG with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the (hen Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAPICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the exercise provisions of Sections 2 and 3 abovebelow, the Grantee Optionee may exercise part the Option with respect to all or all a portion of the exercisable Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in this Agreement, specifying Paragraph 15 hereof. Such notice shall specify the number of Shares as to which the this Option is to be exercised. At such time as exercised and shall be accompanied by the Committee shall determine, the Grantee shall pay the applicable exercise price (i) in cashcash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the CommitteeBoard, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed Shares already owned by the Committee) to ownership of Shares Optionee having a Fair Market Value fair market value on the date of exercise equal to the exercise option price, or (iii) by payment through with a broker in accordance with procedures permitted by Regulation T combination of the Federal Reserve Boardcash, check or (iv) by such other method as the Committee may approve, to the extent permitted by applicable lawShares. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including including, among other things, such actions steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that Board, as it deems appropriate, shall have the Grantee (right to impose restrictions on the resale or other person exercising transfer of Shares received upon the Option after exercise of the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view Option, to or for sale in connection comply with any distribution of the Shares, applicable state or such other representation as the Committee deems appropriate. (c) Federal securities laws. All obligations of the Company under this Agreement hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, if applicable. Subject or to Committee approvalpay for, any of the Shares specified in such notice upon tender of delivery thereof, the Grantee Optionee's right to purchase such undelivered Shares may elect to satisfy any tax withholding obligation be terminated, at the sole discretion of the Employer with respect Board. The date that notice of an election to exercise is received by the Option by having Shares withheld up to an amount that does not exceed Company shall be deemed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilitiesdate of exercise hereunder.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with } unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the lime of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, after the Option has become exercisable, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 12 below, specifying the number of Shares as to which the Option is to be exercisedexercised (which must be a whole number and must not be less than the lesser of 50 or the number of Shares with respect to which the Option is exercisable). At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Board may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable portion of the Option by giving delivering to the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares shares of Stock as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the Grantee shares of Stock. The Participant shall pay the exercise price (i) in cash, by check or cash equivalent; (ii) with by tender to the approval Company of shares of Stock owned by the Committee, by delivering Shares, which shall be valued at their Participant having a Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to not less than the exercise price, ; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, ; or (iv) by such other method as the Committee may approve, to the extent permitted by applicable lawany combination thereof. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Stock to exercise the Option. (b) The obligation of the Company to deliver Shares shares of Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee Participant (or other person exercising the Option after the GranteeParticipant’s death) represent that the Grantee Participant is purchasing Shares the shares of Stock for the GranteeParticipant’s own account and not with a view to or for sale in connection with any distribution of the Sharesshares of Stock, or such other representation representations as the Committee deems appropriate. No portion of the Option may be exercised during a period which the Committee designates in writing as a prohibited exercise period. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 Paragraphs 3 and 3 4 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Company's Chief Executive Officer written notice of his intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Committee may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with all relevant securities laws and regulations. Upon the exercise of the Option at a time when there is not in effect a registration statement under the Securities Act of 1933, as amended (the "Act"), relating to the Shares of the Company issuable upon exercise of the Option. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) shall represent that (i) the Grantee is purchasing the Shares of the Company for the Grantee’s 's own account and not with a view to to, or for sale in connection with with, any distribution of the SharesShares of the Company, and (ii) the Grantee has been advised and understands that (1) the Shares are "restricted securities" within the meaning of Rule 144; (2) the Shares have not been registered under the Act and must be held indefinitely unless they are subsequently registered under the Act or an exemption from registration is available; and (3) the Company is under no obligation to register the Shares under the Act or to take any action which would make available to the Grantee any exemption from such registration, and shall make such other representation as the Committee deems appropriate. (c) may deem appropriate The Company may endorse an appropriate legend referring to the foregoing restrictions upon the certificate or certificates representing any Shares issued or transferred to the Grantee upon the exercise of this Option. All obligations of the Company under this Agreement shall be subject to the rights right of the Company as set forth in the Plan to withhold amounts the amounts, or request the Grantee to provide the amounts, required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Option Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) by certified check, bank cashier’s check, personal check or wire transfer, (iii) with the approval of the CommitteeBoard, by delivering Sharesshares of Common Stock previously owned by Grantee (and which have been previously owned for more than six months), which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, delivery or (iv) by such other method as the Committee Board may approve. Notwithstanding the foregoing, the Board may consent to allow Grantee to effect a cashless exercise as payment of the option price by delivering directly to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use Company newly acquired Option Shares upon exercise of Shares to exercise the Option. (b) The obligation of the Company to deliver Option Shares upon exercise of the Option shall be subject to all applicable laws, rules, rules and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Option Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Option Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Option Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal Federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Optionee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the form and manner provided in this Agreementprescribed by the Board, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Such notice may instruct the Committee shall determineCompanies to deliver Shares of the Companies to be issued upon payment of the exercise price to any registered broker or dealer designated by the Optionee (“Designated Broker”) in lieu of delivery to the Optionee. Such instructions must designate the account into which the Shares are to be deposited. The Optionee may tender notice of exercise, which has been properly executed by the Grantee Optionee and the aforementioned delivery instructions, to any Designated Broker. (b) The Optionee shall pay the exercise price for the Option (i) in cashcash or check, (ii) with the approval of the CommitteeBoard, by delivering SharesShares owned by the Optionee (including Shares acquired in connection with the exercise of an Option, which shall be valued at their subject to such restrictions as the Board deems appropriate) and having a “Fair Market Value Value” (as defined below in the Plansubparagraph (d)) on the date of delivery, exercise equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by consistent with applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares used to exercise the Option shall have been held by the Optionee for the requisite period of time to avoid adverse accounting consequences to the Companies with respect to the Option. The Optionee shall pay the exercise price and the amount of any withholding tax due (pursuant to Paragraph 8) as specified by the Board. (bc) The obligation of the Company Companies to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company the Companies’ counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company Companies may require that the Grantee Optionee (or other person exercising the Option after the GranteeOptionee’s deathdeath or as otherwise permitted by the Board) represent that the Grantee Optionee is purchasing the Shares for the GranteeOptionee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. . The Optionee acknowledges that the Option will be exercised or the Shares received upon exercise of the Option will not be sold until the Shares are registered under the Securities Act of 1933, as amended (c) the “Securities Act”), or under any applicable state securities laws, and agrees that the Shares will not be resold or transferred except as permitted under the Securities Act and any applicable state securities laws pursuant to registration or exemption therefrom. All obligations of the Company Companies under this Agreement shall be subject to the rights of the Company Companies as set forth in the Plan Paragraph 8 to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval. (d) For purposes of this Agreement, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.“

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for tor federal (including FICAF1CA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Compensation Committee of the Board of Directors of the Company (the “Committee”) shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee may approve, to the extent permitted not in violation of Internal Revenue Code Section 409A by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on “net exercise” in which the use number of Shares that Grantee receives is reduced by the number of shares required to satisfy his obligation to pay his exercise the Optionprice and minimum income tax withholding. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a)  Subject to the exercise provisions of Sections 2 and 3 abovebelow, the Grantee Optionee may exercise part the Option with respect to all or all a portion of the exercisable Option. The Optionee may exercise the Option by giving the President of the Company written notice of intent to exercise in the manner provided in this Agreement, specifying Paragraph 15 hereof. Such notice shall specify the number of Shares as to which the this Option is to be exercised. At such time as exercised and shall be accompanied by the Committee shall determine, the Grantee shall pay the applicable exercise price (i) in cashcash or personal check, which shall be accepted subject to collection in the ordinary course, (ii) with the approval of the CommitteeBoard, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed Shares already owned by the Committee) to ownership of Shares Optionee having a Fair Market Value fair market value on the date of exercise equal to the exercise option price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (ivin) by such other method as the Committee may approvewith a combination of cash, to the extent permitted by applicable lawcheck or Shares. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b)  The obligation of the Company to deliver Shares upon such exercise of the Option shall be subject to all applicable Federal and State laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including including, among other things, such actions steps as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that Board, as it deems appropriate, shall have the Grantee (right to impose restrictions on the resale or other person exercising transfer of Shares received upon the Option after exercise of the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view Option, to or for sale in connection comply with any distribution of the Shares, applicable state or such other representation as the Committee deems appropriate. (c) Federal securities laws. All obligations of the Company under this Agreement hereunder shall be subject to the rights of the Company or any of its subsidiaries as set forth in the Plan to withhold amounts required to be withheld for any taxes. If the Optionee fails to accept delivery of, if applicable. Subject or to Committee approvalpay for, any of the Shares specified in such notice upon tender of delivery thereof, the Grantee Optionee's right to purchase such undelivered Shares may elect to satisfy any tax withholding obligation be terminated, at the sole discretion of the Employer with respect Board. The date that notice of an election to exercise is received by the Option by having Shares withheld up to an amount that does not exceed Company shall be deemed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.date of exercise hereunder. 

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with unless the approval of the CommitteeBoard determines otherwise, by delivering Shares, which shall be valued at their Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by by-Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable portion of the Option by giving the Company Committee written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation delivery (on a form prescribed by such valuation to be determined in the Committee) to ownership of Shares having a Fair Market Value on manner fixed in the date of exercise equal to the exercise pricePlan), (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to provided that the extent permitted by applicable law. The Committee may may, in its absolute discretion, impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s Grantee death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) . All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, in its absolute discretion, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) by certified check, bank cashier’s check, personal check or wire transfer, (iii) with the approval of the CommitteeBoard, by delivering SharesShares of the Company, of previously owned Common Stock, which have been previously owned for more than six months, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 11 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding maximum marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Committee on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the Committee, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 16 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatestock exchange requirements. (c) All obligations The Company or the Employer shall have the right to require payment of, or deduction from payments of the Company under this Agreement shall be subject any kind otherwise due to the rights Grantee, any federal, state, local or foreign taxes of the Company as set forth in the Plan to withhold amounts any kind required by applicable law to be withheld for upon the issuance, vesting or delivery of any taxesShares, if applicabledividends or payments of any kind. The Company or the Employer may withhold taxes from any payments due to Grantee or Grantee may deliver a check to the Company or the Employer. Subject to the prior approval of the Committee, which may be withheld by the Committee approvalin its sole discretion, the Grantee may elect to satisfy the minimum statutory withholding obligations, in whole or in part, (i) by having the Company withhold Shares otherwise issuable to Grantee or (ii) by delivering to the Company Shares already owned by Xxxxxxx. The shares delivered or withheld shall have an aggregate Fair Market Value sufficient to satisfy the minimum statutory total tax withholding obligations. The shares used to satisfy any tax withholding obligation of the Employer with respect must be vested and cannot be subject to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA)any repurchase, state and local tax liabilitiesforfeiture, or other similar requirements.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 12 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, ; (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, delivery (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, ; or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan as if the grant had been issued pursuant to the Plan, to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Company from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of deliveryexercise, or by attestation (on a form prescribed by the CommitteeCompany) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAFICA and Medicare), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 11 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan as if the grant had been issued pursuant to the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the Exercise Price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with the approval of if permitted by the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed Shares owned by the Committee) to ownership of Shares Grantee and having a Fair Market Value on the date of exercise equal to the exercise price, (iii) Exercise Price or by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, attestation to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use ownership of Shares to exercise the Option.having an aggregate Fair (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. (d) In the event that the relationship of the Grantee and the Company terminates on or after December 31 of a year but before the issuance of an auditor’s opinion for that confirms that a vesting has occurred, then the Option shall be exercisable for such vested shares after the date of issuance of such audit opinion during the remainder of the term of the option determined pursuant to Section 3(b). For the avoidance of ambiguity, if the Grantee’s option terminates pursuant to Section 3(b)(iv) on or after December 31 of a year and before such auditor’s opinion is issued, the Option is terminated and the Grantee shall not be entitled to exercise the Option to acquire the shares which would have vested as a result of the issuance of such auditor’s opinion.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares as to which the Option is to be exercised. At exercised and such time other information as the Committee shall determine, the Grantee Company or its delegate may require. The Participant shall pay the exercise price per-Share Exercise Price (i) in cashcash or check, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of DB1/ 119262344.2 Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceper-Share Exercise Price, (iii) if permitted by the Committee, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, the Grantee may elect or make other arrangements satisfactory to satisfy any tax withholding obligation of the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. (d) Upon exercise of the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAor portion thereof), state the Option (or portion thereof) will terminate and local tax liabilitiescease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Committee written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and tendering payment for such Shares. At such time as the Committee shall determine, the The Grantee shall pay an amount equal to the exercise price Strike Price multiplied by the number of Shares as to which the Option is to be exercised (the “Exercise Price”) (i) in cash, by certified or official bank check (or the equivalent thereof acceptable to the Company); or (ii) with the approval consent of the Committee, by delivering Shares, which shall be valued delivery of shares of Common Stock acquired at their Fair Market Value (as defined in least six months prior to the Plan) on the option exercise date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares and having a Fair Market Value on (determined as of the date of exercise date) equal to all or part of the exercise priceExercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the Exercise Price, or (iii) by payment through a broker in accordance with procedures permitted “cashless” or “net” exercise method approved by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the OptionCommittee. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising having the Option after right to exercise the Grantee’s deathOption) represent that the Grantee (or such other person) is purchasing Shares for the Grantee’s his/her own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up from delivery having a value equal to an the amount that does not exceed of the minimum applicable withholding tax rate for federal (including FICA), state withheld. The election must be in a form and local tax liabilitiesmanner prescribed by the Committee and shall be subject to the prior approval of the Committee.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation delivery (on a form prescribed by such valuation to be determined in the Committee) to ownership of Shares having a Fair Market Value on manner fixed in the date of exercise equal to the exercise pricePlan), (iii) by after a public offering of the Company's stock, payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee Board may approve, to provided that the extent permitted by applicable law. The Committee may Board may, in its absolute discretion, impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, in its absolute discretion, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee Board shall determine, the Grantee shall pay the exercise price (i) in cashcash or by check, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 13 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with subject to the approval of limitations described in the CommitteePlan, by delivering Shares, Shares of the Company (duly endorsed for transfer or accompanied by stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise pricedelivery or, (iii) by such other method as the committee established by the Company's board of directors to administer the Plan (the "Committee") may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation representations as the Committee deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as . (b) On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Board may approve, including payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations limitations, as it deems appropriate on the use of Shares of the Company to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (cd) The Company may from time to time impose any conditions on the exercise of the Option as it reasonably deems necessary or advisable to ensure that all rights granted under the Plan satisfy the requirements of the Securities and Exchange Commission Rule 16b-3 or any successor rule. (e) The Grantee acknowledges and agrees to execute any shareholder’s agreement that may be applicable to holders of Shares under the Plan generally and restricts the Grantee’s rights in the Shares acquired under the Plan, in a form that the Company provides at any time on or after the exercise of this Option and as may be amended by the Company in its sole discretion from time to time. (f) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. (g) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Board on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the CommitteeBoard, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 16 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatestock exchange requirements. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, if applicable, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAFICA and Medicare), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 this Stock Option Grant Certificate and 3 abovethe Plan, the Grantee may exercise part or all of the exercisable vested Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementParagraph 11 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval by delivering Shares of the Committee, Company (duly endorsed for transfer or accompanied by delivering Shares, stock powers signed in blank) which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Stock Option Grant Certificate shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding marginal tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 Paragraphs 2, 3 and 3 4 above, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this AgreementParagraph 14 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Board may approve, including, after a public offering of the Company’s stock, payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement Grant Instrument shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee Board shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company Partnership written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares Units as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the Grantee Units. The Participant shall pay the exercise price (i) in cash, (ii) by check, (iii) with the approval of the Committee, by delivering SharesUnits, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares Units having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iiiiv) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company Partnership to deliver Shares Units upon exercise of the Option shall be subject to all applicable lawsthe condition that if at any time the Committee shall determine in its discretion that the listing, rulesregistration or qualification of the Units upon any securities exchange or under any state or federal law, and regulations and or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the Units, the Units may not be issued in whole or in part unless such approvals by governmental agencies as may be deemed appropriate listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. In the event an exemption from registration under the Securities Act of 1933 (the "Securities Act") is available, the Participant (or the Participant's estate or personal representative in the event of the Participant's death or incapacity), if requested by the CommitteePartnership to do so, including will execute and deliver to the Partnership in writing an agreement containing such actions provisions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company the Partnership may require that to assure compliance with applicable securities laws. No sale or disposition of Units acquired pursuant to this grant by the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement Participant shall be subject to the rights of the Company as set forth made in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, absence of an effective registration statement under the Grantee may elect to satisfy any tax withholding obligation of the Employer Securities Act with respect to such Units unless an opinion of counsel satisfactory to the Partnership is provided that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained. The Participant understands and agrees that the sale of any Units received by the Participant pursuant to this grant will be subject to, and must comply with, the Partnership's and the Employer's Xxxxxxx Xxxxxxx Policy. As soon as reasonably practicable after the exercise of the Option, the Partnership shall deliver to the Participant a certificate or certificates for the Units that represent the portion of the Option exercised by having Shares withheld up the Participant. The Employer is authorized to take any actions it deems necessary and appropriate to satisfy its withholding obligations that result from the Participant's exercise of the Option and may withhold from any compensation or other amount owing to the Participant an amount necessary to satisfy such obligations. The Participant is solely responsible for the payment of any taxes that does not exceed result from the minimum applicable withholding tax rate for federal (including FICA)grant of the Option, state the Participant's exercise of the Option and local tax liabilitiesthe selling of any Units received upon the exercise of the Option.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Optionee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the form and manner provided in this Agreementprescribed by the Board, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Such notice may instruct the Committee shall determineCompanies to deliver Shares of the Companies to be issued upon payment of the exercise price to any registered broker or dealer designated by the Optionee ("Designated Broker") in lieu of delivery to the Optionee. Such instructions must designate the account into which the Shares are to be deposited. The Optionee may tender notice of exercise, which has been properly executed by the Grantee Optionee and the aforementioned delivery instructions, to any Designated Broker. (b) The Optionee shall pay the exercise price for the Option (i) in cashcash or check, (ii) with the approval of the CommitteeBoard, by delivering SharesShares owned by the Optionee (including Shares acquired in connection with the exercise of an Option, which shall be valued at their subject to such restrictions as the Board deems appropriate) and having a "Fair Market Value Value" (as defined below in the Plansubparagraph (d)) on the date of delivery, exercise equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by consistent with applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares used to exercise the Option shall have been held by the Optionee for the requisite period of time to avoid adverse accounting consequences to the Companies with respect to the Option. The Optionee shall pay the exercise price and the amount of any withholding tax due (pursuant to Paragraph 8) as specified by the Board. (bc) The obligation of the Company Companies to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company the Companies' counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company Companies may require that the Grantee Optionee (or other person exercising the Option after the Grantee’s deathOptionee's death or as otherwise permitted by the Board) represent that the Grantee Optionee is purchasing the Shares for the Grantee’s Optionee's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. . The Optionee acknowledges that the Option will be exercised or the Shares received upon exercise of the Option will not be sold until the Shares are registered under the Securities Act of 1933, as amended (c) the "Securities Act"), or under any applicable state securities laws, and agrees that the Shares will not be resold or transferred except as permitted under the Securities Act and any applicable state securities laws pursuant to registration or exemption therefrom. All obligations of the Company Companies under this Agreement shall be subject to the rights of the Company Companies as set forth in the Plan Paragraph 8 to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval. (d) For purposes of this Agreement, "Fair Market Value" shall be defined as follows: (i) if the Shares are publicly traded, then the "Fair Market Value" per Share shall be determined as follows: (A) if the principal trading market for the Shares is a national securities exchange or the Nasdaq National Market, the Grantee may elect last reported sale price thereof on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or (B) if the Shares are not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Shares on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Board determines, or (ii) if the Shares are not publicly traded or, if publicly traded, are not subject to satisfy any tax withholding obligation of reported transactions or "bid" or "asked" quotations as set forth above, the Employer with respect to Fair Market Value per Share shall be as determined by the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA)Board, state and local tax liabilitiesin its sole discretion.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company written Company, or its delegate, notice of intent to exercise in a form prescribed by the manner provided in this AgreementCompany. For the avoidance of doubt, specifying only the number vested portion of Shares as to which the an Option is to may be exercised. . (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with the approval consent of the Committee, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted prescribed by Regulation T the Company, (iv) with the consent of the Federal Reserve BoardCommittee, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Award Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. At such time as the Committee approvalmay determine, the Grantee Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state federal, state, local and local other tax liabilities. (e) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares shares of Company Stock as to which the Option is to be exercisedexercised and such other information as the Company or its delegate may require. At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cash, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, or make other arrangements satisfactory to the Grantee Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. The Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state state, local and local other tax liabilities. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount. (d) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving (i) delivering to the Shareholder Services Department of the Company written notice of intent to exercise in (the manner provided in this Agreement“Exercise Notice”), specifying which shall state the election to exercise the Option, the number of Shares as to in respect of which the Option is to be exercised. At such time as being exercised (the Committee shall determine“Exercised Shares”), the Grantee method of payment, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; or (ii) through use of the on-line service designated by the Company (currently E*TRADE Options Link) . A condition of the issuance of the Shares as to which an Option shall pay be exercised shall be the payment of the aggregate exercise price. The aggregate exercise price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (i) in cash, cash or its equivalent; (ii) with the approval of the Committee, by delivering tendering (either by actual delivery or attestation) previously acquired Shares, which shall be valued have been owned by the Grantee for at their least six months prior to such delivery, having an aggregate Fair Market Value (as defined in the Plan) on at the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date time of exercise equal to the aggregate exercise price, ; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or cashless (broker-assisted) exercise; (iv) by such any combination of (i), (ii) and (iii); or (v) any other method as approved or accepted by the Committee may approve, to the extent permitted by applicable lawin its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to of the Company for the payment of the aggregate exercise the Optionprice. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price Exercise Price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising permitted to exercise the Option after the Grantee’s deathOption) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee Board shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Company from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of deliveryexercise, or by attestation (on a form prescribed by the CommitteeCompany) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAFICA and Medicare), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares shares of Company Stock as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee may approve, to the extent permitted not in violation of Internal Revenue Code Section 409A by applicable law. The Committee may impose from time “net exercise” in which the number of shares of Company Stock that Grantee receives is reduced by the number of shares required to time such limitations as it deems appropriate on the use of Shares satisfy his obligation to pay his exercise the Optionprice and minimum income tax withholding. (b) The obligation of the Company to deliver Shares shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares shares of Company Stock for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Sharesshares of Company Stock, or such other representation representations as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in a form permitted by the manner provided in this AgreementCompany, specifying the number of Shares shares of Company Stock as to which the Option is to be exercised. exercised and such other information as the Company or its delegate may require. (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cash, (ii) with if permitted by the approval of the CommitteeCommittee in its sole discretion, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee in its sole discretion, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares with a Fair Market Value on the date of exercise equal to the dollar amount by which the then Fair Market Value of the Shares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. If permitted by the Committee, the Grantee Participant may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal FICA, federal, state, local and other tax liabilities. DB1/ 138526739.4 (including FICAe) Upon exercise of the Option (or portion thereof), state the Option (or portion thereof) will terminate and local tax liabilitiescease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the Exercise Price shall be made in accordance with procedures established by the Board from time as to time based on the Committee shall determinetype of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with the approval of the CommitteeBoard, by delivering SharesShares of the Company owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Board, by withholding Shares subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, or (ivv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxesunder applicable United States federal (including FICA), if applicablestate and local, foreign country or other tax withholding requirements. Subject to Committee Board approval, the Grantee may elect to satisfy any withholding tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilitiesliabilities (or such other rate approved by the Committee that does not result in adverse accounting consequences). Notwithstanding any other provision of this option award or the Plan, the Company shall not be obligated to guarantee any particular tax result for the Grantee with respect to any award and/or payment provided to the Grantee hereunder, and the Grantee shall be responsible for any taxes imposed on you with respect to such award and/or payment.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Compensation Committee of the Board (the “Committee”) shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this AgreementGrant, specifying the number of Shares shares of Company Stock as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the Grantee shares of Company Stock. The Participant shall pay the exercise price (i) in cash, ; (ii) with the approval of the Committee, by delivering Sharesshares of Company Stock, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares shares of Company Stock having a Fair Market Value fair market value on the date of exercise exercise, equal to the exercise price, ; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, ; or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee Participant (or other person exercising the Option after the GranteeParticipant’s death) represent that the Grantee Participant is purchasing Shares the shares of Company Stock for the GranteeParticipant’s own account and not with a view to to, or for sale in connection with with, any distribution of the Sharesshares of Company Stock, or such other representation representations as the Committee deems appropriate. (c) All obligations of the Company under this Agreement Grant shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Optionee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the form and manner provided in this Agreementprescribed by the Board, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such time as Such notice may instruct the Committee shall determineCompanies to deliver Shares of the Companies to be issued upon payment of the exercise price to any registered broker or dealer designated by the Optionee (“Designated Broker”) in lieu of delivery to the Optionee. Such instructions must designate the account into which the Shares are to be deposited. The Optionee may tender notice of exercise, which has been properly executed by the Grantee Optionee and the aforementioned delivery instructions, to any Designated Broker. (b) The Optionee shall pay the exercise price for the Option (i) in cashcash or check, (ii) with the approval of the CommitteeBoard, by delivering SharesShares owned by the Optionee (including Shares acquired in connection with the exercise of an Option, which shall be valued at their subject to such restrictions as the Board deems appropriate) and having a “Fair Market Value Value” (as defined below in the Plansubparagraph (d)) on the date of delivery, exercise equal to the exercise price or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by consistent with applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares used to exercise the Option shall have been held by the Optionee for the requisite period of time to avoid adverse accounting consequences to the Companies with respect to the Option. The Optionee shall pay the exercise price and the amount of any withholding tax due (pursuant to Paragraph 8) as specified by the Board. (bc) The obligation of the Company Companies to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company the Companies’ counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company Companies may require that the Grantee Optionee (or other person exercising the Option after the GranteeOptionee’s deathdeath or as otherwise permitted by the Board) represent that the Grantee Optionee is purchasing the Shares for the GranteeOptionee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. . The Optionee acknowledges that the Option will be exercised or the Shares received upon exercise of the Option will not be sold until the Shares are registered under the 1-PH/2169852.3 Securities Act of 1933, as amended (c) the “Securities Act”), or under any applicable state securities laws, and agrees that the Shares will not be resold or transferred except as permitted under the Securities Act and any applicable state securities laws pursuant to registration or exemption therefrom. All obligations of the Company Companies under this Agreement shall be subject to the rights of the Company Companies as set forth in the Plan Paragraph 8 to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval. (d) For purposes of this Agreement, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.“

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company Company, or its delegate, written notice of intent to exercise in a form prescribed by the manner provided in this AgreementCompany. For the avoidance of doubt, specifying only the number vested portion of Shares as to which the an Option is to may be exercised. . (b) At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with the approval consent of the Committee, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) with the consent of the Committee, by payment through a broker in accordance with procedures prescribed by the Company, (iv) with the consent of the Committee, or as the Committee may require, by surrendering shares of Company Stock subject to the exercisable Option for an appreciation distribution payable in Shares having with a Fair Market Value on the date of exercise equal to the exercise price, (iii) dollar amount by payment through a broker in accordance with procedures permitted by Regulation T which the then Fair Market Value of the Federal Reserve BoardShares subject to the surrendered portion exceeds the aggregate Exercise Price payable for the Shares (“net exercise”), or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (bc) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All obligations of the Company under this Award Agreement shall be subject to the rights of the Company Employer as set forth in the Plan and Section 9 to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, the Grantee may elect or make other arrangements satisfactory to satisfy any tax withholding obligation of the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option by having Shares withheld up to an amount that does not exceed in accordance with Section 9. (e) Upon exercise of the minimum applicable withholding tax rate for federal Option (including FICAor portion thereof), state the Option (or portion thereof) will terminate and local tax liabilitiescease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option Warrant by giving delivering to the Company written notice this Warrant with the Notice of intent to exercise in the manner provided in this AgreementExercise form annexed hereto, duly executed, specifying the number of Warrant Shares as to which the Option Warrant is to be exercised. At such time as the Committee shall determine, the Grantee shall pay together with the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Warrant Shares upon exercise of the Option Warrant shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option Warrant after the Grantee’s 's death) represent that the Grantee is purchasing Warrant Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Warrant Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option Warrant by having Warrant Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable vested portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee Participant shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value fair market value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by under applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. . (c) The Company may require that the Grantee Participant (or other person exercising the Option after the GranteeParticipant’s death) represent that the Grantee Participant is purchasing Shares for the GranteeParticipant’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (cd) All The Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the Option. Alternatively, the Participant may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 15 of the Plan and rules established by the Administrator, to have the Company withhold and reacquire Shares at their fair market value at the time of vesting to satisfy any withholding obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Option; provided, however, that the number of such Shares so withheld up to an amount that does shall not exceed the minimum amount necessary to satisfy the Company’s required tax withholding obligations up to the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable withholding tax rate for federal (including FICA), state and local tax liabilitiesto supplemental taxable income.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares shares of Company Stock as to which the Option is to be exercisedexercised and the method of payment. At such time as Payment of the exercise price and applicable withholding taxes shall be made in accordance with procedures established by the Committee shall determinefrom time to time based on the type of payment being made but, in any event, prior to issuance of the shares of Company Stock. The Grantee shall pay the exercise price and applicable withholding taxes (i) in cashcash or certified check, (ii) with the approval of if permitted by the Committee, by delivering Shares, which shall be valued at their shares of Company Stock owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise equal to the exercise price or by attestation (on a form prescribed by the Committee) to ownership of Shares shares of Company Stock having a an aggregate Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, approve to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) . The obligation of the Company to deliver Shares shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares the shares of Company Stock for the Grantee’s 's own account and not with a view to to, or for sale in connection with with, any distribution of the Sharesshares of Company Stock, or such other representation representations as the Committee deems appropriate. (c) . All shares of Company Stock issued pursuant to this Option shall be subject to any applicable clawback and other policies implemented by the Board of Directors of the Company, as in effect from time to time. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any all applicable taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares as to which the Option is to be exercised. At exercised and such time other information as the Committee shall determine, the Grantee Company or its delegate may require. The Participant shall pay the exercise price per-Share Exercise Price (i) in cashcash or check, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by DB1/ 119262344.2 attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceper-Share Exercise Price, (iii) if permitted by the Committee, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, the Grantee may elect or make other arrangements satisfactory to satisfy any tax withholding obligation of the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. (d) Upon exercise of the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAor portion thereof), state the Option (or portion thereof) will terminate and local tax liabilitiescease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company or its delegate written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares as to which the Option is to be exercised. At exercised and such time other information as the Committee shall determine, the Grantee Company or its delegate may require. The Participant shall pay the exercise price Exercise Price (i) in cashcash or check, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Sharesshares of Company Stock owned by the Participant, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of deliveryexercise, or by attestation (on a form in accordance with procedures prescribed by the CommitteeCompany) to ownership of Shares shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) if permitted by the Committee, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, the Grantee may elect or make other arrangements satisfactory to satisfy any tax withholding obligation of the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. (d) Upon exercise of the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAor portion thereof), state the Option (or portion thereof) will terminate and local tax liabilitiescease to be outstanding.

Exercise Procedures. (a) a. Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Committee on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the Committee, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) b. The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 16 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulationsstock exchange requirements. c. The Company or the Employer shall have the right to require payment of, or deduction from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by applicable law to be withheld upon the issuance, vesting or delivery of any Shares, dividends or payments of any kind. The Company or the Employer may require that the withhold taxes from any payments due to Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with may deliver a view check to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to or the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicableEmployer. Subject to the prior approval of the Committee, which may be withheld by the Committee approvalin its sole discretion, the Grantee may elect to satisfy the minimum statutory withholding obligations, in whole or in part, (i) by having the Company withhold Shares otherwise issuable to Grantee or (ii) by delivering to the Company Shares already owned by Xxxxxxx. The shares delivered or withheld shall have an aggregate Fair Market Value sufficient to satisfy the minimum statutory total tax withholding obligations. The shares used to satisfy any tax withholding obligation of the Employer with respect must be vested and cannot be subject to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA)any repurchase, state and local tax liabilitiesforfeiture, or other similar requirements.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation obligations of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed sufficient to satisfy the minimum applicable withholding tax rate for federal (including FICAobligations, but not in excess of the maximum statutory tax rates in the applicable jurisdiction(s), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares shares of Common Stock as to which the Option is to be exercisedexercised and such other information as the Company or its delegate may require. At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Shares, which shall be valued at their shares of Common Stock owned by the Participant and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of Shares shares of Common Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by withholding shares of Common Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Common Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, or make other arrangements satisfactory to the Grantee Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. The Participant may elect to to, or the Company may require that the Participant, satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state state, local and local other tax liabilitiesliabilities under procedures established by the Company. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount. (d) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) a. Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Board on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the CommitteeBoard, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) b. The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 16 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatestock exchange requirements. (c) c. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable, solely to the extent required by law. Subject to Committee Board approval, if applicable, the Grantee may elect to satisfy any tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICAFICA and Medicare), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee Participant may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreementexercise, specifying the number of Shares shares of Common Stock as to which the Option is to be exercisedexercised and such other information as the Company or its delegate may require. At such time as the Committee shall determine, the Grantee Participant shall pay the exercise price Exercise Price (i) in cashcash or by check, (ii) with unless the approval of the CommitteeCommittee determines otherwise, by delivering Shares, which shall be valued at their shares of Common Stock owned by the Participant and having a Fair Market Value (as defined in the Plan) on the date of delivery, exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of Shares shares of Common Stock having a Fair Market Value on the date of exercise at least equal to the exercise priceExercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) [if permitted by the Committee,] by withholding shares of Common Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, or (ivv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares shares of Common Stock to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject The Participant shall be required to Committee approvalpay to the Employer, or make other arrangements satisfactory to the Grantee Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Option. [If permitted by the Committee,] The Participant may elect to to, or the Company may require that the Participant, satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed satisfy the minimum applicable withholding tax rate for federal (including FICA), state state, local and local other tax liabilitiesliabilities under procedures established by the Company. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount. (d) Upon exercise of the Option (or portion thereof), the Option (or portion thereof) will terminate and cease to be outstanding.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price Exercise Price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising permitted to exercise the Option after the Grantee’s deathOption) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. Each Option or Stock Appreciation Right granted under the Plan shall be exercised prior to the close of business on the expiration date of the Award by notice to the Company or by such other method as provided in the Award Agreement or as the Committee may establish or approve from time to time. The Exercise Price of shares purchased upon exercise of an Option granted under the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but shall not be required to) permit payment to be made (a) Subject to the provisions by tendering (either by actual delivery or attestation) previously acquired shares of Sections 2 and 3 aboveCommon Stock, the Grantee may exercise part or all of the exercisable Option (b) by giving a “net exercise” method under which the Company written notice of intent to exercise in the manner provided in this Agreement, specifying reduces the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the shares of Common Stock issued upon exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership largest whole number of Shares having shares with a Fair Market Value on that does not exceed the date aggregate Exercise Price, or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment under an arrangement constituting a brokerage transaction as permitted under the provisions of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of applicable to cashless exercises promulgated by the Federal Reserve Board, unless prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act of 2002). In the event that any Common Stock shall be transferred to the Company to satisfy all or (iv) any part of the Exercise Price, the part of the Exercise Price deemed to have been satisfied by such other method as the Committee may approve, transfer of Common Stock shall be equal to the extent permitted product derived by applicable lawmultiplying the Fair Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Committee Participant may impose from time not transfer to time such limitations as it deems appropriate on the use Company in satisfaction of Shares the Exercise Price any fractional share of Common Stock. Any part of the Exercise Price paid in cash upon the exercise of any Option shall be added to exercise the Option. (b) The obligation general funds of the Company and may be used for any proper corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to deliver Shares the Company as payment of all or part of the Exercise Price upon the exercise of the any Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies held as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatetreasury shares. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee Board shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iviii) by such other method as the Committee Company may approve, to the extent permitted by applicable law. The Committee Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Committee on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the Committee, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 15 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatestock exchange requirements. (c) All obligations The Company or the Employer shall have the right to require payment of, or deduction from payments of the Company under this Agreement shall be subject any kind otherwise due to the rights Grantee, any federal, state, local or foreign taxes of the Company as set forth in the Plan to withhold amounts any kind required by applicable law to be withheld for upon the issuance, vesting or delivery of any taxesShares, if applicabledividends or payments of any kind. Subject The Company or the Employer may withhold taxes from any payments due to Grantee. Unless otherwise determined by the Committee approvalin its sole discretion, the Grantee may elect minimum statutory withholding obligations shall be satisfied by withholding Shares otherwise issuable to the Grantee. The Shares withheld shall have an aggregate Fair Market Value sufficient to satisfy the minimum statutory total tax withholding obligations. The Shares used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. (d) [In addition to, and notwithstanding, subparagraph 4(c) of this Agreement and Section 5(e) of the Plan, the Company and the Employer with respect may deduct an amount greater than any federal, state/provincial or local income taxes, and social security and employment taxes, or foreign taxes of any kind required by applicable law to be withheld upon the issuance, vesting or delivery of any Shares, dividends or payments of any kind from any payments due to the Grantee, provided that (i) such deduction shall not be greater than the maximum statutory withholding obligations calculated on the basis of the aggregate Fair Market Value of the Shares underlying the exercisable (or, as the case may be, exercised) portion of the Option by having Shares withheld up to an amount that does not exceed at the minimum applicable relevant time, and (ii) the difference between any such deduction and the statutory total tax withholding tax rate for federal obligations (including FICA), state and local any statutory withholding for social security contributions) is reimbursed to the Grantee as soon as reasonably practicable following the remittance of any such statutory total tax liabilitieswithholdings to the relevant tax authorities.]

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, after the Option has become exercisable, the Grantee may exercise part or all of the exercisable Option by giving the Company Board written notice of intent to exercise in the manner provided in this AgreementParagraph 14 below, specifying the number of Shares as to which the Option is to be exercised. At such time as On the Committee shall determinedelivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering Shares, Shares of the Company which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise price, (iii) by such other method as the Board may approve, including, after a public offering of the Company's stock, payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s 's death) represent that the Grantee is purchasing Shares for the Grantee’s 's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) . All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any income tax withholding obligation of the Employer Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

Exercise Procedures. (a) Subject to the provisions of Sections Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested and exercisable portions of the Option by giving delivering written notice to a representative of the Company written notice of intent to exercise in designated by the manner provided in this Agreement, specifying Committee on any business day (the “Exercise Notice”). The Exercise Notice shall specify the number of Shares as to which be purchased accompanied by full payment of the Exercise Price for the Shares being purchased. The Exercise Notice will be effective when it is received by the Company’s representative. Any Person exercising the Option is to be exercised. At such time as after the Committee shall determine, death of the Grantee must provide appropriate documentation to the satisfaction of the Company that such Person is entitled to exercise the Option. Payment of the Exercise Price for the number of Shares being purchased in full shall pay be made in one (or a combination) of the exercise price following: (i) in cashcash or cash equivalents acceptable to the Company, (ii) with the approval of the Committee, by delivering Shares, delivery of unrestricted Shares which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed have already been owned by the Committee) Grantee which are surrendered to ownership of Shares the Company having a Fair Market Value on the date of exercise surrender equal to the exercise priceaggregate Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The Company’s obligation of the Company to deliver Shares upon exercise of the Option shall be subject to the Plan (including, without limitation, Section 15 thereof) and all applicable laws, rules, and regulations and stock exchange requirements and also to such approvals by governmental agencies as may be deemed appropriate by the CommitteeCompany, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws such applicable laws, rules, regulations and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriatestock exchange requirements. (c) All obligations The Company or the Employer shall have the right to require payment of, or deduction from payments of the Company under this Agreement shall be subject any kind otherwise due to the rights Grantee, any federal, state, local or foreign taxes of the Company as set forth in the Plan to withhold amounts any kind required by applicable law to be withheld for upon the issuance, vesting or delivery of any taxesShares, if applicabledividends or payments of any kind. The Company or the Employer may withhold taxes from any payments due to Grantee or Grantee may deliver a check to the Company or the Employer. Subject to the prior approval of the Committee, which may be withheld by the Committee approvalin its sole discretion, the Grantee may elect to satisfy the minimum statutory withholding obligations, in whole or in part, (i) by having the Company withhold Shares otherwise issuable to Grantee or (ii) by delivering to the Company Shares already owned by Grantee. The shares delivered or withheld shall have an aggregate Fair Market Value sufficient to satisfy the minimum statutory total tax withholding obligations. The shares used to satisfy any tax withholding obligation of the Employer with respect must be vested and cannot be subject to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA)any repurchase, state and local tax liabilitiesforfeiture, or other similar requirements.

Exercise Procedures. (a) Subject to the provisions of Sections 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the Exercise Price shall be made in accordance with procedures established by the Board from time as to time based on the Committee shall determinetype of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price Exercise Price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value on the date of exercise equal to the exercise priceExercise Price, (iii) after a Public Offering, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company Employer as set forth in the Plan to withhold amounts required to be withheld for any taxesWithholding Taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding Withholding Tax obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax Withholding Tax rate for federal (including FICA), state and local tax liabilitiesliabilities (or such other rate approved by the Committee that does not result in adverse tax consequences).

Exercise Procedures. (a) Subject to the provisions of Sections 2 ‎2 and 3 ‎3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercisedexercised and the method of payment. At such Payment of the exercise price shall be made in accordance with procedures established by the Board from time as to time based on type of payment being made but, in any event, prior to issuance of the Committee shall determine, the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the CommitteeBoard, by delivering SharesShares of the Company, which shall be valued at their Fair Market Value (as defined in the Plan) fair market value on the date of delivery, or by attestation (on a form prescribed by the CommitteeBoard) to ownership of Shares having a Fair Market Value fair market value on the date of exercise equal to the exercise price, (iii) after a public offering of the Company’s stock, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, Board or (iv) by such other method as the Committee Board may approve, to the extent permitted by applicable law. The Committee Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the CommitteeBoard, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee Board deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.