Common use of Limitations on Exercise of Option Clause in Contracts

Limitations on Exercise of Option. a. The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may be made in cash or by a cashier’s or certified check. However, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common Stock, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the above. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in the its sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of may accept previously acquired shares of Common StockStock of the Company that have been owned by the Optionee for at least six (6) months, such which shares to be credited against the Exercise Price based upon the have an aggregate Fair Market Value thereof on the date of exerciseexercise which is not less than the total Exercise Price, or by shares of Common Stock issuable upon the exercise of this Option, or a combination of cash and such shares of Common Stock, in payment of the aboveExercise Price. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, registration or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in the its sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, the Committee may accept in payment of the Exercise Price or a portion thereof may be made by surrender to (i) shares of Common Stock of the Company or shares issuable upon the exercise of previously acquired this Option having an aggregate Fair Market Value on the date of exercise which is not less than the total Exercise Price; (ii) other property, rights, or credits deemed acceptable by the Committee, including the Optionee’s promissory note; or (iii) any combination of cash, such shares of Common Stock, and such shares to be credited against other property, rights or credits as determined by the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the aboveCommittee. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of DirectorsCommittee, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified 's check. However, in the its sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, the Committee may accept in payment of the Exercise Price or a portion thereof may be made by surrender to (i) shares of Common Stock of the Company or shares issuable upon the exercise of previously acquired this Option having an aggregate Fair Market Value on the date of exercise which is not less than the total Exercise Price; (ii) other property, rights, or credits deemed acceptable by the Committee, including the Optionee's promissory note; or (iii) any combination of cash, such shares of Common Stock, and such shares to be credited against other property, rights or credits as determined by the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the aboveCommittee. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of DirectorsCommittee, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in the its sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of may accept previously acquired shares of Common StockStock of the Company that have been owned by the Optionee for at least six (6) months, such which shares to be credited against the Exercise Price based upon the have an aggregate Fair Market Value thereof on the date of exerciseexercise which is not less than the total Exercise Price, or by shares of Common Stock issuable upon the exercise of this Option, or a combination of cash and such shares of Common Stock, in payment of the aboveExercise Price. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may be made in cash or by a cashier’s or certified check. However, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common Stock, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the above. No Option Shares will be issued until full payment therefor therefore has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 8 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in the its sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of may accept previously acquired shares of Common StockStock of the Company that have been owned by the Optionee for at least six (6) months, such shares to be credited against the Exercise Price based upon the having an aggregate Fair Market Value thereof on the date of exerciseexercise which is not less than the total Exercise Price, or by shares of Common Stock issuable upon the exercise of this Option, or a combination of cash and such shares of Common Stock, in payment of the aboveExercise Price. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) Except as provided in paragraph 7 or 8 below, this option may not be exercised unless the Participant is, at the time of such exercise, in the employ of the Company or of an Affiliate, and shall have been continuously so employed since the Grant Date of this option. (b) The exercise of this Option option will be contingent upon receipt from the Optionee Participant (or the purchaser acting under Section 7 paragraph 8 below) of (i) representations in writing (if required by the Company, in its sole discretion), that the Shares are being acquired for investment and not for resale or with a view to the distribution thereof, and (ii) the full Exercise Option Price of such Shares. (c) Payment of the Option Shares. Payment Price may be made in cash or as follows: (i) by a cashier’s delivery (or certified check. However, in the sole discretion by attestation) of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired other shares of Common Stock, such shares (ii) pursuant to be credited against a “same day sale” program exercised through a brokerage transaction as permitted under the Exercise Price based provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board so long as the Company’s equity securities are registered under Section 12 of the Exchange Act, unless prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, (iii) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares with a Fair Market Value thereof on that does not exceed the date aggregate Option Price (together with payment in cash or other payment from the Participant to the extent of exerciseany remaining balance), or by a combination of provided that any such Shares used to pay the above. No Option Shares will Price shall no longer be issued until full payment therefor has been made outstanding and the Optionee has executed any and all agreements that the Company may require the Optionee to executeexercisable under such Option. b. (d) The issuance of Option Shares upon the exercise of this Option option shall be subject to all applicable laws, rulesrules and regulations, and regulations. Ifshares shall not be issued except upon the approval of proper government agencies or stock exchanges as may be required. (e) This option shall not be exercisable if at any date of exercise, in it is the opinion of the Board of Directors of counsel for the Company or a Committee that registration of said shares under the Board Securities Act of Directors, (i) the listing, registration1933, or qualification other applicable statute or regulation, is required and this option shall again become exercisable only if the Company elects to and thereafter effects a registration of said shares under the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval Securities Act of any regulatory body1933, or (iii) an agreement other applicable statute or regulation, within the period of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committeeoption.

Limitations on Exercise of Option. a. (a) Except as provided in paragraph 6(a) or 7 below, this option may not be exercised unless the Optionee, at all times during the period beginning on the Grant Date and ending on the day three months before the date of such exercise, shall have been continuously employed by the Company or a Subsidiary of the Company. (b) The exercise of this Option option will be contingent upon receipt from the Optionee (or the purchaser acting under Section paragraph 7 below) of the full Exercise Option Price of such Option Shares. Payment of the Option Price may be made in cash or by a cashier’s or certified check. Howevercash, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously previously-acquired shares of Common Stock, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof Stock having an aggregate fair market value on the date of exerciseexercise which is not less than the Option Price, or by a combination of cash and such shares of Common Stock. For purposes of this Agreement, "previously-owned shares" means shares of the above. No Option Shares will be issued until full payment therefor has been made and Company's Common Stock which the Optionee has executed any and all agreements that owned for at least six (6) months prior to the Company exercise of the stock option, or for such other period of time as may require the Optionee to executebe required by generally accepted accounting principles. b. (c) The issuance of Option Shares upon the exercise of this Option option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Stock Option Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of that the Option SharesShares shall be held for Optionee's own account without a view to any further distribution thereof and that such Option Shares will not be transferred or disposed of except in compliance with applicable securities laws, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option option shall not be exercised and/or the Option Shares shall not be sold exercisable unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Stock Option Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in its sole discretion, the sole discretion Company may accept shares of Common Stock of the Board Company that have been owned by the Optionee for at least six (6) months, or shares issuable upon the exercise of Directors or this Option, having an aggregate Fair Market Value on the Committeedate of exercise which is not less than the total Exercise Price, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company combination of previously acquired cash and such shares of Common Stock, such shares to be credited against in payment of the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the abovePrice. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 6(c) below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified 's check. However, in its sole discretion, the sole discretion Company may accept shares of Common Stock of the Board Company, including shares issuable upon the exercise of Directors or this Option, having an aggregate Fair Market Value on the Committeedate of exercise which is not less than the total Exercise Price, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company combination of previously acquired cash and such shares of Common Stock, such shares to be credited against in payment of the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the abovePrice. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. The (a) No Common Shares shall be issued pursuant to the exercise of this the Option will be contingent upon receipt from unless the Optionee (or the purchaser acting under Section 7 below) exercise of the full Exercise Price of such Option Shares. Payment may be made in cash or by a cashier’s or certified check. However, in and the sole discretion issuance and delivery of the Board Common Shares hereunder shall comply with all relevant provisions of Directors or Canadian and United States laws, including, without limitation, the CommitteeSecurities Act (Quebec), the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any securities exchange upon which the Common Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such terms and conditions as compliance. (b) As a condition to the Board of Directors or Committee deems appropriate in its discretion, payment exercise of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common StockOption, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the above. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. The issuance complete a questionnaire in a form acceptable to the Company and to make certain representations and warranties required or desireable (in the opinion of Option Shares upon the exercise of this Option shall be subject to all applicable lawsCompany or its counsel), rulesincluding, without limitation, any representations and regulations. Ifwarranties required by law, in the opinion of counsel, regarding investment intent. Certificates representing Common Shares issued upon exercise of the Board Option shall bear a legend prohibiting transfer of Directors such Common Shares unless, in the opinion of such counsel, such transfer is not inconsistent with any of the requirements of any applicable Canadian and United States securities laws. (c) Notwithstanding anything in Articles 6 and 7 hereof to the contrary, the Option shall not be exercisable after Optionee resigns or terminates his or her position with the Company if Optionee shall have, during the time period in which the Option is exercisable, engaged in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or constitute a Committee breach of any obligation of Optionee to the Company. In such event, Optionee shall forfeit all rights to any unexercised option as of the Board date of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committeedeliberate action.

Limitations on Exercise of Option. a. The exercise of this Option will be contingent upon receipt from the Optionee Recipient (or the purchaser acting under Section 7 below) of the full Exercise Price of such the Option SharesShares for which this Option is being exercised. Payment may be made in cash or by a cashier’s or certified check. However, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common StockStock or shares of Common Stock issuable upon the exercise of this Option, such shares to be credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the abovesuch shares and cash or a certified or cashier’s check. No Option Shares will be issued until full payment therefor has been made and the Optionee Recipient has executed any and all agreements that the Company may require the Optionee Recipient to execute. b. The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee Recipient with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) Except as provided in Section 7 below, this Option may not be exercised unless the Optionee, at all times during the period beginning on the Grant Date and ending on the day ninety (90) days before the date of such exercise, shall have continuously served as a Director of the Company. (b) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified 's check. However, in its sole discretion, the sole discretion Company may accept shares of Common Stock of the Board Company, including shares issuable upon the exercise of Directors or this Option, having an aggregate Fair Market Value on the Committeedate of exercise which is not less than the total Exercise Price, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company combination of previously acquired cash and such shares of Common Stock, such shares to be credited against in payment of the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the abovePrice. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (c) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

Limitations on Exercise of Option. a. (a) Except as provided in paragraph 7 or 8 below, this option may not be exercised unless the Participant is, at the time of such exercise, in the employ of the Company or of an Affiliate, and shall have been continuously so employed since the Grant Date of this option. (b) The exercise of this Option option will be contingent upon receipt from the Optionee Participant (or the purchaser acting under Section 7 paragraph 8 below) of (i) representations in writing (if required by the Company, in its sole discretion), that the Shares are being acquired for investment and not for resale or with a view to the distribution thereof, and (ii) the full Exercise Option Price of such Shares. (c) Payment of the Option Shares. Payment Price may be made in cash or as follows: (i) by a cashier’s delivery (or certified check. However, in the sole discretion by attestation) of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired other shares of Common Stock, such shares (ii) pursuant to be credited against a “same day sale” program exercised through a brokerage transaction as permitted under the Exercise Price based provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board so long as the Company’s equity securities are registered under Section 12 of the Exchange Act, unless prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, (iii) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares with a Fair Market Value thereof on that does not exceed the date aggregate Option Price (together with payment in cash or other payment from the Participant to the extent of exerciseany remaining balance), or by a combination of provided that any such Shares used to pay the aboveOption Price shall no longer be outstanding and exercisable under such Option. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute.NQSO Agreement Form b. (d) The issuance of Option Shares upon the exercise of this Option option shall be subject to all applicable laws, rulesrules and regulations, and regulations. Ifshares shall not be issued except upon the approval of proper government agencies or stock exchanges as may be required. (e) This option shall not be exercisable if at any date of exercise, in it is the opinion of the Board of Directors of counsel for the Company or a Committee that registration of said shares under the Board Securities Act of Directors, (i) the listing, registration1933, or qualification other applicable statute or regulation, is required and this option shall again become exercisable only if the Company elects to and thereafter effects a registration of said shares under the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval Securities Act of any regulatory body1933, or (iii) an agreement other applicable statute or regulation, within the period of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committeeoption.

Limitations on Exercise of Option. a. (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment may of the Exercise Price shall be made in cash or by a certified or cashier’s or certified check. However, in its sole discretion, the sole discretion Company may accept shares of Common Stock of the Board Company that have been owned by the Optionee for at least six (6) months, having an aggregate Fair Market Value on the date of Directors or exercise which is not less than the Committeetotal Exercise Price, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company combination of previously acquired cash and such shares of Common Stock, such shares to be credited against in payment of the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the abovePrice. No Option Shares will be issued until full payment therefor has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute. b. (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations. If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.