Common use of Manner of Exercise and Payment Clause in Contracts

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice notice, of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date day of exercise equal to the cash amount for which such Shares shares of Stock are substituted. Notwithstanding the preceding sentence, the parties agree that, to the extent permitted by law, and to the extent it would not, in the Company's judgment, result in any adverse legal, financial or tax implications for the Company, it is their intention that Optionee be able to effect a simultaneous exercise of this Option and sale of shares of Stock issuable upon such exercise in the over-the-counter market or any securities exchange on which the Stock is then listed, without Optionee bearing any commission or brokerage expense (a "concurrent transaction"). To this end, the Company and Optionee shall jointly agree upon a securities broker to be used in such transactions and further to adopt such additional procedures as may be necessary or advisable to accomplish concurrent transactions. In any concurrent transaction, the Company shall not be required to deliver a share certificate upon exercise of this Option unless it receives concurrent payment of the exercise price and Withholding Taxes. The Company shall bear all commission and brokerage expense associated with concurrent transactions, which shall be treated as an adjustment in the purchase price of shares subject to this Option. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company provided, that full payment of the exercise price and Withholding Taxes may be made concurrently with such transfer and delivery in the case of a concurrent transaction provided for in Section 6.2. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect respect, to any Shares shares of Stock subject to the Option option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares. 6.5 The Company will use its reasonable efforts to permit shares of Stock issued pursuant to this Option to be registered in a "piggy back" registration in connection with a registration of shares of stock to be issued by the Company pursuant to Form X-0, X-0, X-0 or S-8 under the Act, on such customary terms and conditions as the Company shall reasonably specify. The Optionee shall, in a manner customary for such a registration, cooperate with the Company, as reasonably requested by it, in connection with such registration and resale. To the extent the Company provides registration rights generally to executive officers pursuant to benefit or stock plans of the Company, Optionee will be provided with similar rights as are provided to other executive officers.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the CompanyCompany in the form attached hereto, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check cash or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedcheck. 5.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Planthis Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such SharesShares during the period of ownership thereof.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or or, if indicated in the notice, such payment shall follow by transferring Shares to check from a registered broker acting as agent on behalf of the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedOptionee. 5.3 Upon receipt of notice of exercise and exercise, full payment for the Shares in respect of which the Option is being exercised, and full satisfaction of the Optionee's obligation for Withholding Taxes (as hereinafter defined), the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as subject to which such exercise was effectiveexercise. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 4.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery in person, by telecopy or by mail of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 4.2 The notice of exercise described in Section 5.1 4.1 hereof shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercisedexercised in either of the following forms, in cash, by check (i) cash or by transferring (ii) the transfer of Shares to the Company having that have a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedsubstituted and have been held by the Optionee for at least six (6) months, or a combination of cash and the transfer of Shares. 5.3 4.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 6 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 4.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may shall be exercised by timely delivery of written notice in person, by facsimile, electronic means, or by certified mail return receipt requested, to such person, entity and location as may be designated by the Corporate Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed or authorized by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Corporate Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. As used in Section 5, “delivery” means the notice and payment for the Options must be received by the Company, or its specified designee, prior to expiration of the Option as provided in Section 6.1 hereof. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price Purchase Price for the Shares in respect of which the Option is being exercised, in cashcash or by certified check, by check or, in the discretion of the Committee, in whole or in part, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon timely receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price Purchase Price for the number of Shares in respect of which the Option was exercised, and (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as Optionee or to a stockholder of record on the books of broker approved by the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee . "Fair Market Value" shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until mean (i) if the Option shall have Shares are listed for trading on the New York Stock Exchange, the closing price at the close of the primary trading session of the Shares on such date on the New York Stock Exchange, or if there has been exercised pursuant to no such closing price of the terms of this Agreement and Shares on such date, on the Optionee shall have paid the full purchase price for the number of Shares in respect of next preceding date on which the Option there was exercisedsuch a closing price, (ii) the Company shall have issued and delivered if the Shares to are not so listed, but are listed on another national securities exchange, the Optioneeclosing price at the close of the primary trading session of the Shares on such date on such exchange, and or if there has been no such closing price of the Shares on such date, on the next preceding date on which there was such a closing price, (iii) if the Optionee's name Shares are not listed for trading on the New York Stock Exchange or on another national securities exchange, the last sale price at the end of normal market hours of the Shares on such date as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or, if no price shall have been entered as a stockholder of record so quoted for such date, on the books next preceding date for which such price was so quoted, or (iv) if the Shares are not listed for trading on a national securities exchange or are not authorized for quotation on NASDAQ, the fair market value of the Company, whereupon Shares as determined in good faith by the Optionee shall have full voting and other ownership rights with respect to such SharesCommittee.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Optionee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. The Option may not be exercised for less than 100 Shares at a time, unless the number of Shares subject to the Option is not evenly divisible by 100, in which case the final exercise may be for the remaining number of Shares. Notwithstanding the preceding, the Option may be exercised pursuant to such other procedures as may be permitted by the Committee from time to time (including, without limitation, electronic exercise methods). 5.2 The notice (or other method) of exercise described in Section 5.1 hereof shall be accompanied by the full purchase exercise price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice (or other method) of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 12 of the PlanPlan and further subject to the terms of any note or loan agreement entered into by and between the Optionee and the Company (a "Note"), take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective.. ------------------ 5.4 (1) The Optionee shall not be deemed IPO Bonus Option vests over five years, pursuant to be the holder of, or to have any Section 5(b) of the rights of a holder with respect to any Shares subject to Employment Agreement; the Option until (i) the Option shall have been exercised Initial Annual Option, and subsequent Annual Options, vest over three years pursuant to the terms of this Agreement Sections 5(c) and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised5(d), (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesrespectively.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 hereof shall be accompanied by (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 12 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 12 of this Agreement. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 6.4 Except as otherwise provided in Section 10, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanPlan (including without limitation, any alternative method of exercise and payment), the Option may be exercised by delivery in person, by telecopy or by mail of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, exercised in any of the following forms: (i) cash, by check or by transferring (ii) the transfer of Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedsubstituted and having been held by the Optionee for at least six (6) months, (iii) a combination of cash and the transfer of Shares, or (iv) a cashless exercise through a registered broker-dealer pursuant to procedures which are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 5 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery in person, by telecopy or by mail of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercisedexercised in any of the following forms, in (i) cash, by check or by transferring (ii) the transfer of Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedsubstituted and which have been held by the Optionee for at least six (6) months, or (iii) a combination of cash and the transfer of Shares. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 18 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares of Stock are substituted. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares shares of Stock subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanPlan (including without limitation, any alternative method of exercise and payment), the Option may be exercised by delivery to the Secretary of written notice to the Company, at its principal executive officeoffice of a written notice signed by the Optionee (or the person or persons then entitled to exercise the Option) complying with the applicable rules established by the Committee. Such notice shall state that the Optionee is electing to exercise the Option in whole or in part and the number of whole Shares in respect of which the Option is being exercised and exercised, provided, however, that any partial exercise of the Option shall be signed by for not less than five hundred (500) Shares (or the person or persons exercising the Optionminimum installment, if a smaller number of Shares). If requested by the Committee, the Optionee or such other person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or with the consent of the Committee, (i) by transferring Shares that have been held by the Optionee for at least six (6) months prior to the Company having exercise of the Option, duly endorsed for transfer to the Company, that have a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted or (ii) by Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the cash amount for which such Shares are substituted, or (iii) by a combination of cash and the transfer of Shares. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option in accordance with Section 12 hereof, the Company shall, subject to Section 17 14 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any owner of the rights of a holder with respect to any Shares subject to the Option unless and until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 11 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 11 of this Agreement. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Except as otherwise provided in Section 9, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 11 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 11 of this Agreement. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Except as otherwise provided in Section 9, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may shall be exercised by delivery of written notice (the “Exercise Notice”) in writing in person, or by facsimile or electronic means, or by certified mail, return receipt requested, and to such person, entity and location, as may be designated by or otherwise acceptable to the Secretary of the Company, at its principal executive office. Such notice The Exercise Notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and exercised. The Exercise Notice shall be signed or authorized by the person or persons exercising the OptionOptionee. If requested by the Committee, such person or persons the Optionee shall (i) deliver this Agreement to the Secretary of the Company Company, who shall endorse thereon a notation of such exercise exercise, and (ii) provide satisfactory proof as to the right of such person or persons the Optionee to exercise the Option. As used in this Section 5, “delivery” means that the Exercise Notice and Purchase Price have been received by the Company or its specified designee in accordance with Section 5.2 prior to expiration of the Option as provided in Section 6.1. 5.2 The notice of exercise described in Section 5.1 Exercise Notice shall be accompanied by the full purchase price Purchase Price for the Shares in respect of which the Option is being exercised, in cash, by certified check or in such other manner not inconsistent with the provisions of the Plan as may be designated by the Committee, or, in the discretion of the Committee, in whole or in part, by transferring Shares to the Company having a Fair Market Value on the most recent trading day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon timely receipt of notice of exercise the Exercise Notice and full payment of the Purchase Price for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer issuance to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to underlying the Option until (i) the Optionee exercises the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid pays the full purchase price Purchase Price for the number of Shares in respect of which the Option was exercised, and (ii) the Company shall have issued issues and delivered the delivers such Shares to the Optionee, and (iii) the Optionee's name shall have been entered as Optionee or to a stockholder of record on the books of broker approved by the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesthereto.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee . “Fair Market Value” shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until mean (i) if the Option shall have Shares are listed for trading on the New York Stock Exchange, the closing price at the close of the primary trading session of the Shares on such date on the New York Stock Exchange, or if there has been exercised pursuant to no such closing price of the terms of this Agreement and Shares on such date, on the Optionee shall have paid the full purchase price for the number of Shares in respect of next preceding date on which the Option there was exercisedsuch a closing price, (ii) the Company shall have issued and delivered if the Shares to are not so listed, but are listed on another national securities exchange, the Optioneeclosing price at the close of the primary trading session of the Shares on such date on such exchange, and or if there has been no such closing price of the Shares on such date, on the next preceding date on which there was such a closing price, (iii) if the Optionee's name Shares are not listed for trading on the New York Stock Exchange or on another national securities exchange, the last sale price at the end of normal market hours of the Shares on such date as quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or, if no price shall have been entered as a stockholder of record so quoted for such date, on the books next preceding date for which such price was so quoted, or (iv) if the Shares are not listed for trading on a national securities exchange or are not authorized for quotation on NASDAQ, the fair market value of the Company, whereupon Shares as determined in good faith by the Optionee shall have full voting and other ownership rights with respect to such SharesCommittee.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive officeoffices. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by a cash payment in an amount equal to the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and has made arrangements acceptable to the Company for the payment of all applicable Withholding Taxes, (ii) the Company shall have issued and delivered the Shares to the Optionee, Optionee and (iii) the Optionee's ’s name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committeerequested, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or by transferring Shares to the Company having a Fair Market Value value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 12 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) an online notice given to an online broker with, which the Company has made arrangement for the exercise of Options, which notice satisfies the form and conditions set forth in such arrangement, and which shall be provided to the Optionee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Option Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price Option Price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company, by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee, or (ii) by such arrangement as is made by the Company having a with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the Option Price shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedPrice, the Company shall, subject to Section 17 21 of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Option Agreement and the Optionee shall have paid the full purchase price Option Price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company, by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee, or (ii) by such arrangement as is made by the Company having a with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee Executive is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or or, if indicated in the notice, such payment shall follow by transferring Shares to check from a registered broker acting as agent on behalf of the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedExecutive. 5.3 Upon receipt of notice of exercise and exercise, full payment for the Shares in respect of which the Option is being exercised, and full satisfaction of the Executive's obligation for Withholding Taxes (as hereinafter defined), the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee Executive of the number of Shares as subject to which such exercise was effectiveexercise. 5.4 The Optionee Executive shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Executive shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeExecutive, and (iii) the OptioneeExecutive's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Executive shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 5.2. The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 5.4. The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Option Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such Such person or persons shall (i) deliver this Agreement to the Secretary of the Company Company, who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Optionexercise. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Option Shares in respect of which the Option is being exercised, (i) in cash, (ii) by check or (iii) by transferring Shares shares of Common Stock to the Company having a (other than shares held by the Optionee for less than 6 months prior to the date of exercise) the number of which shares shall be determined by dividing the full purchase price for the Option Shares in respect of which the Option is being exercised by the Fair Market Value on of the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedCommon Stock. 5.3 Upon receipt of the notice of exercise and full payment for the Option Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary promptly to effect the transfer to the Optionee of the number of Option Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Option Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Option Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Option Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Option Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Controller of the Company, at its principal executive officeoffices, 120 Broadway, New York, NY 10200. Such notice Xxxx xxxxxx xxxxx xx xxxxxxxtially in the form attached hereto as Exhibit A, shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, or, if permitted by check the Committee, by transferring Shares, either actually or by transferring Shares attestation, to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which, from time to time, are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan16 hereof, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms of this Agreement.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 1. The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company, by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee, or (ii) by such arrangement as is made by the Company having a with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option Options may be exercised by delivery of written notice to the Company, at its principal executive officeCompany in the manner prescribed in Section 2.3.5 of the Plan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee is electing to exercise Any exercisable portion of the Option and or the number entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise will be for whole Shares only. (b) Upon exercise of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested Options pursuant to Section 4(a), unless otherwise determined by the Committee, such person or persons shall the Company will withhold a number of Shares otherwise deliverable to Participant to pay (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercisedexercised and (ii) an amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any (“Withholding Taxes”) in cashaccordance with Section 3.2 of the Plan (or such amount which would not result in adverse consequences under generally accepted accounting principals), unless otherwise agreed to in writing by check or by transferring Participant and the Company. The number of Shares to be withheld or otherwise used for payment will be calculated using the Company having a Fair Market Value closing price per Share on the day preceding New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of exercise equal determination, and will be rounded up to the cash amount for which such Shares are substitutednearest whole Share. 5.3 (c) Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to this Section 4 relating to the Shares in respect of which the Option is being exercised, the Company shallwill, subject to Section 17 of the PlanPlan and this Agreement, take such action as may be necessary to effect the transfer to the Optionee Participant of the number of Shares as to which such exercise was effective. Notwithstanding the foregoing, unless otherwise determined by the Committee, Participant may otherwise elect to make all or a portion of such payments in cash, check, cash equivalent, and/or Shares, or as provided in Section 3.2 of the Plan. 5.4 The Optionee shall (d) Participant will not be deemed to be the holder of, or to have any of the rights and privileges of a holder with stockholder of the Company (including the right to vote or receive dividends) in respect to any of, Shares subject to purchased upon exercise of the Option until (i) the Option shall have has been exercised pursuant to the terms of this Agreement and the Optionee shall have Participant has paid the full purchase price for the number of Shares in respect of which the Option was exercised, exercised and any applicable Withholding Taxes and (ii) the Company shall have has issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights in connection with respect to such Sharesexercise.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeBoard of Directors of the Company (the "Board"), such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by (x) either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or or, at the sole discretion of the Board, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedsubstituted or (ii) subject to the consent of the Board, instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Board in its sole discretion and (y) full payment of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof. 5.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Planthis Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanPlan (including without limitation, any alternative method of exercise and payment), the Option may be exercised by delivery to the Secretary of written notice to the Company, at its principal executive officeoffice of a written notice signed by the Optionee (or the person or persons then entitled to exercise the Option) complying with the applicable rules established by the Committee. Such notice shall state that the Optionee is electing to exercise the Option in whole or in part and the number of whole Shares in respect of which the Option is being exercised and exercised, provided, however, that any partial exercise of the Option shall be signed by for not less than five hundred (500) Shares (or the person or persons exercising the Optionminimum installment, if a smaller number of Shares). If requested by the Committee, the Optionee or such other person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or with the consent of the Committee, (i) by transferring Shares that have been held by the Optionee for at least six (6) months prior to the Company having exercise of the Option, duly endorsed for transfer to the Company, that have a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted or (ii) by Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the cash amount for which such Shares are substituted, or (iii) by a combination of cash and the transfer of Shares. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedexercised and any amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option in accordance with Section 12 hereof, the Company shall, subject to Section 17 14 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any owner of the rights of a holder with respect to any Shares subject to the Option unless and until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and any amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 5.2. The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee for at least six (6) months prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 5.4. The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the OptioneeGrantee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the 6.1. The Option may be exercised only if compliance with all applicable Federal and state securities laws can be effected and only by (a) Optionee's completion, execution and delivery to the Company of written notice a Notice of Exercise substantially in the form attached hereto as Exhibit A and an investment letter (if required by the Company) as supplied by the Company, and (b) the payment to the Company, at its principal executive office. Such notice shall state that by check, of an amount equal to the Optionee is electing to exercise amount obtained by multiplying the Option and Exercise Price by the number of Vested Shares in respect of which the Option is being exercised and purchased pursuant to such exercise, as shall be signed specified by the person or persons exercising the Option. If requested by the Committee, Optionee in such person or persons shall (i) deliver this Agreement to the Secretary Notice of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the OptionExercise. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 6.2. Upon receipt of notice Notice of exercise Exercise and full payment of the Exercise Price for the Vested Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Vested Shares as to which such exercise was effective. 5.4 The 6.3. Optionee shall not be deemed to be the holder of, or to have owner of any of the rights of a holder with respect to any Shares subject to the Option until unless and until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, ; (ii) Optionee shall have satisfied all of Optionee's obligations regarding the withholding of taxes, as provided in Section 12 hereof; (iii) the Company shall have issued and delivered the Vested Shares to the Optionee, ; and (iiiiv) the Optionee's name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting dividend and other ownership rights with respect to such Shares, subject to the terms and conditions of the Stockholder's Agreement.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company shares of restricted or unrestricted Stock owned by the Grantee prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares shares of Stock as to which such exercise was effective. 5.4 The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares shares of Stock subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Sharesshares of Stock.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the CompanyCompany in the form attached hereto, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check cash or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedcheck. 5.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Planthis Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such SharesShares during the period of ownership thereof. 5.5 In lieu of payment upon exercise of the Option as set forth above in this Section 5, the Optionee may alternatively surrender to the Company for cancellation a portion of this Option representing that number of unissued shares underlying this Option which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the Purchase Price by the number of shares of stock being purchased underlying the Option upon such exercise, by (B) the difference obtained by subtracting the Purchase Price from the closing price of the Company's common stock on the date immediately preceding such date of such exercise ("Cashless Exercise"); or (iii) by a combination of the foregoing methods of payment selected by the Holder of this Option.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company. The Option may be exercised by in whole or in part with respect to the vested Shares. Within thirty (30) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price Purchase Price for the number of Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price Purchase Price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may shall be exercised by timely delivery of written notice to the Company, in person or by certified mail return receipt requested to the Secretary of the Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price Purchase Price for the Shares in respect of which the Option is being exercised, in cashcash or by certified or cashier's check, by check or, in the discretion of the Committee, in whole or in part by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon timely receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price Purchase Price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, Optionee and (iii) the Optionee's name shall have been entered as a stockholder of record with respect to the Shares on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office, to the attention of the General Counsel and Corporate Secretary. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 5.2. The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, the Option may be exercised through a broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee in its sole discretion. 5.3 5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 5.4. The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares. 5.5. Notwithstanding any provision of this Agreement to the contrary, the grant of the Option and the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, and foreign securities laws and with the requirements of any stock exchange or market system upon which the Shares may then be listed. The Option may not be exercised if the issuance of Shares upon exercise would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, the Option may not be exercised unless (a) a registration statement under the Securities Act is at the time of exercise of the Option in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE GRANTEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE GRANTEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority has not been obtained. As a condition to the exercise of the Option, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. If the exercise of the Option within the applicable time periods is prevented by the provisions of Section 5.5, the Option will remain exercisable until thirty (30) days after the date the Grantee is notified by the Company that the Option is exercisable, but in any event no later than the Expiration Date. The Company makes no representation as to the tax consequences of any such delayed exercise. The Grantee should consult with his own tax advisor as to the tax consequences of any such delayed exercise. 5.6. The terms and provisions of any Employment Agreement that relates to or affects the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Section 5 or Section 6 or 7, in the event of any conflict or inconsistency between the terms and conditions of this Section 5 or Section 6 or 7 and the terms and conditions of the Employment Agreement, if any, the terms and conditions of the Employment Agreement shall be controlling.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCommittee (as defined in the Plan), such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by (x) either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or or, at the sole discretion of the Committee, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted.substituted or (ii) subject to the consent of the Committee, instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Committee in its sole discretion and (y) full payment of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof 5.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the PlanPlan and this Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the 6.1. The Option may be exercised only if compliance with all applicable Federal and state securities laws can be effected and only by (a) Optionee's completion, execution and delivery to the Company of written notice to a Notice of Exercise substantially in the form attached hereto as Exhibit A and an investment letter (if required by the Company) as supplied by the Company, at its principal executive office. Such notice shall state that and (b) the Optionee is electing payment to exercise the Option and Company in accordance with Section 6(c) of the Plan of an amount equal to the amount obtained by multiplying the Exercise Price by the number of Shares in respect of which the Option is being exercised and purchased pursuant to such exercise, as shall be signed specified by the person or persons exercising the Option. If requested by the Committee, Optionee in such person or persons shall (i) deliver this Agreement to the Secretary Notice of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the OptionExercise. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 6.2. Upon receipt of notice Notice of exercise Exercise and full payment of the Exercise Price for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 6.3. Optionee shall not be deemed to be the holder of, or to have owner of any of the rights of a holder with respect to any Shares subject to the Option until unless and until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, ; (ii) Optionee shall have satisfied all of Optionee's obligations regarding the withholding of taxes, as provided in Section 11 hereof; (iii) the Company shall have issued and delivered the Shares to the Optionee, ; and (iiiiv) the Optionee's name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanProgram, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the PlanProgram, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised only through an Exercise and Net Shares transaction or in such other manner as may be permitted by the Committee in its discretion, by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall shall: (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise exercise, and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The 6.2 In the event the Committee permits an exercise other than an Exercise and Net Shares transaction, the notice of exercise described in Section 5.1 6.1 hereof shall be accompanied by by: (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 14 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 14 of this Agreement. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 6.4 Except as otherwise provided in Section 12, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase exercise price for the Shares in respect of which the this Option is being exercisedexercised in either of the following forms (or any combination thereof): (a) cash or (b) the transfer, in cash, by check either actually or by transferring Shares attestation, to the Company having of Shares that have been held by the Optionee for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of this Option, such transfer to be upon such terms and conditions as determined by the Committee or (c) a combination of cash and the transfer of Shares; provided, however, that the Committee may determine that the exercise price shall be paid only in cash. In addition, following an Initial Public Offering, this Option may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which are, from time to time, deemed acceptable by the Committee. Any Shares transferred to the Company as payment of the exercise price under this Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal of this Option. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of this Option and the number of Shares that may be purchased upon exercise shall be rounded to the cash amount for which such Shares are substitutednearest number of whole Shares. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the this Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the this Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase exercise price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Controller of the Company, at its principal executive officeoffices, 120 Broadway, New York, NY 10271. Such notice shall be substanxxxxxx xx xxx xxxx xxxxxxxx xxxxto as Exhibit A, shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, or, if permitted by check the Committee, by transferring Shares, either actually or by transferring Shares attestation, to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which, from time to time, are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan16 hereof, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms of this Agreement.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 hereof shall be accompanied by (x) (i) the full purchase price for the Shares in respect of which the Option is being exercisedexercised and any applicable withholding taxes, in cashcash (i.e., by check check), or by transferring Shares already owned by the Optionee, or in a combination of cash and such Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for exercise price of the Shares underlying the Option and any applicable withholding taxes, or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such Shares requirements and procedures as are substitutedacceptable to the Committee in its sole discretion. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedexercised and any other documentation which may be reasonably required by the Committee, the Company shall, subject to Section 17 of the Planthis Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this the Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and any applicable withholding taxes, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms and conditions set forth herein.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise" in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act of 1933, as amended (the "Securities Act"), qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised by in whole or in part with respect to the vested Shares. Within ten (10) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, exercised and (ii) the Company shall have issued and delivered the Shares to the Optionee. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (iiias determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to be issued to the Optionee's name shall have been entered as a stockholder . Y = the number of record on the books shares of Common Stock purchasable upon exercise of all of the CompanyOption or, whereupon if only a portion of the Optionee shall have full voting and other ownership rights with respect to such SharesOption is being exercised, the portion of the Option being exercised. A = the Option Exercise Price. B = the Per Share Market Value of one share of Common Stock.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, in the form attached hereto as Appendix A, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If any of the Shares in respect of which the Option is being exercised are required to be issued as shares of Restricted Stock as provided in Section 5.5 below, the notice of exercise must also be accompanied by a stock power, duly executed by the Optionee in blank. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt by the Company of notice of exercise and exercise, full payment for the Shares in respect of which the Option is being exercisedexercised and a stock power, if required by Section 5.1, the Company shall, subject Optionee shall immediately have full voting and other ownership rights with respect to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. The Company shall enter the Optionee's name as a stockholder of record on the books of the Company and, subject to Section 17 of the Plan, promptly take such action as may be necessary to deliver the Shares as provided in Section 5.5 below. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised. 5.5 Shares issued upon exercise of the Option shall be either Unrestricted Shares or Restricted Stock as provided in this Section 5.5. If the Option is exercised prior to the fourth anniversary of the Grant Date, all of the Shares issued upon exercise of the Option shall be issued as Shares of Restricted Stock. If the Option is exercised, in the aggregate, for more than one-third of the Shares covered by the Option on or after the fourth anniversary of the Grant Date but prior to the fifth anniversary of the Grant Date, a number of Shares equal to the excess of (iix) the number of Shares issued upon exercise of the Option at all times up to and including such exercise over (y) one-third of the Shares covered by the Option shall be issued as shares of Restricted Stock. If the Option is exercised, in the aggregate, for more than two-thirds of the Shares covered by the Option on or after the fifth anniversary of the Grant Date but prior to the sixth anniversary of the Grant Date, a number of Shares equal to the excess of (x) the number of Shares issued upon exercise of the Option at all times up to and including such exercise over (y) two-thirds of the Shares covered by the Option shall be issued as shares of Restricted Stock. The vesting restrictions on shares of Restricted Stock issued upon exercise of the Option shall lapse, and such Shares shall cease to be Restricted Stock, as provided in Section 6 of this Agreement. 5.6 Any shares of Restricted Stock will be issued upon exercise of the Option subject to the following conditions: (i) the Company shall deliver certificates representing shares of Restricted Stock, together with the stock power executed by the Optionee to the Secretary of the Company, who shall hold such certificates in escrow pursuant to this Agreement; (ii) Certificates representing shares of Restricted Stock shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REACQUISITION BY MARVEL ENTERPRISES, INC., AND SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO THE PROVISIONS OF THE NONQUALIFIED STOCK OPTION AGREEMENT BY AND BETWEEN MARVEL ENTERPRISES, INC. AND THE REGISTERED OWNER OF SUCH SHARES; (iii) any dividends on the Restricted Stock in the form of additional Shares or other securities of the Company shall be shares of Restricted Stock, subject to the same terms and conditions as the Restricted Stock with respect to which the dividends were paid; (iv) as vesting restrictions lapse on the Restricted Stock as provided in Section 6 of this Agreement, upon the written request of the Optionee, the Company shall cause the Secretary to deliver certificates representing such shares of Restricted Stock to the Optionee at the address requested by the Optionee. Such certificates shall not be delivered to the Optionee unless he has made arrangements satisfactory to the Company to satisfy tax-withholding obligations. Such certificates shall bear any legends which the Company reasonably deems appropriate to assure compliance with applicable securities laws, but shall not bear the legend required by paragraph (ii) above; and (v) if the Optionee's service as an employee terminates before all vesting restrictions lapse on his Restricted Stock, the Company may, at its election, repurchase within ninety (90) days from the date of termination all or any portion of the shares of Restricted Stock as to which vesting restrictions have issued not lapsed. The Company may assign such right to repurchase Restricted Stock, in whole or in part, to a third party. Such a repurchase shall be at a price equal to the exercise price paid by the Optionee for such Shares and delivered shall be effected by delivery by the Shares Company (or that assignee) of a certified check, payable to the Optionee in the full amount of the purchase price together with a notice that the Company has exercised its right to repurchase the shares of Restricted Stock pursuant to this section. Such a repurchase shall be effective as of the time the Company gives such a notice and such payment is made, whether or not such notice and payment have been received by the Optionee. Upon such a repurchase, the Secretary of the Company shall deliver such certificates to the Company (or that assignee) together with the stock power executed by the Optionee, and the Secretary of the Company shall execute and deliver any instruments reasonably deemed appropriate by the Company to effect that delivery on behalf of the Optionee and transfer of ownership of such shares to the Company (iii) or that assignee). The Optionee hereby irrevocably authorizes the Secretary of the Company to effect that delivery and to execute and deliver any such instruments on behalf of, and in the name of, the Optionee's name . Any shares of Restricted Stock not purchased in accordance with this Section 5.6(v) shall have been entered as a stockholder thereafter be free of record on the books all restrictions and rights of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesrepurchase.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, by cash or certified funds at the time of each exercise of the Option. All checks shall be drawn to the order of the Company. The Option may be exercised by in whole at any time or in part in multiples of 100 Shares as specified in the Option Exercise Form. Within five (5) business days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the 6.1. The Option may be exercised only if compliance with all applicable Federal and state securities laws can be effected and only by (a) Optionee's completion, execution and delivery to the Company of written notice a Notice of Exercise substantially in the form attached hereto as Exhibit A and an investment letter (if required by the Company) as supplied by the Company, and (b) the payment to the Company, at its principal executive office. Such notice shall state that by cash or check, of an amount equal to the Optionee is electing to exercise amount obtained by multiplying the Option and Exercise Price by the number of Shares in respect of which the Option is being exercised and purchased pursuant to such exercise, as shall be signed specified by the person or persons exercising the Option. If requested by the Committee, Optionee in such person or persons shall (i) deliver this Agreement to the Secretary Notice of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the OptionExercise. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 6.2. Upon receipt of notice Notice of exercise Exercise and full payment of the Exercise Price for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 6.3. Optionee shall not be deemed to be the holder of, or to have owner of any of the rights of a holder with respect to any Shares subject to the Option until unless and until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, ; (ii) Optionee shall have satisfied all of Optionee's obligations regarding the withholding of taxes, as provided in Section 12 hereof; (iii) the Company shall have issued and delivered the Shares to the Optionee, ; and (iiiiv) the Optionee's name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 11 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 11 of this Agreement. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Except as otherwise provided in Section 9, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in 8 respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company shares of restricted or unrestricted Stock owned by the Grantee prior to the exercise of the Option having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee . "Fair Market Value" shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until mean (i) if the Option shall have shares of Stock are listed for trading on the New York Stock Exchange, the closing price at the close of the primary trading session of the shares on such date on the New York Stock Exchange, or if there has been exercised pursuant to no such closing price of the terms of this Agreement and shares on such date, on the Optionee shall have paid the full purchase price for the number of Shares in respect of next preceding date on which the Option there was exercisedsuch a closing price, (ii) if the Company shall have issued and delivered shares are not so listed, but are listed on another national securities exchange, the Shares to closing price at the Optioneeclose of the primary trading session of the shares on such date on such exchange, and or if there has been no such closing price of the shares on such date, on the next preceding date on which there was such a closing price, (iii) if the Optionee's name shares are not listed for trading on the New York Stock Exchange or on another national securities exchange, the last sale price at the end of normal market hours of the shares on such date as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or, if no price shall have been entered as a stockholder of record so quoted for such date, on the books next preceding date for which such price was so quoted, or (iv) if the shares are not listed for trading on a national securities exchange or are not authorized for quotation on NASDAQ, the fair market value of the Company, whereupon shares as determined in good faith by the Optionee shall have full voting and other ownership rights with respect to such SharesCommittee.

Manner of Exercise and Payment. 5.1 7.1 Subject to the terms and conditions of this Agreement and the Plan, Option Plan the Option may be exercised by delivery of written notice to the CompanyCompany in the form attached hereto, at its principal executive office. Such notice shall state that the Optionee Participant is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 7.2 The notice of exercise described in Section 5.1 7.1 above shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to any other form as the Company having a Fair Market Value on the day preceding the date of exercise equal may require from time to the cash amount for which such Shares are substitutedtime. 5.3 7.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 7.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Option Plan, take such action as may be necessary to effect the transfer to the Optionee Participant of the number of Shares as to which such exercise was effective. 5.4 7.4 The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeParticipant, and (iii) the OptioneeParticipant's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Participant shall have full voting and other ownership rights with respect to such SharesShares during the period of ownership thereof. 7.5 In lieu of payment upon exercise of the Option as set forth above in this Section 7, the Participant may alternatively surrender to the Company for cancellation a portion of this Option representing that number of unissued Shares underlying this Option which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the purchase price by the number of Shares of stock being purchased underlying the Option upon such exercise, by (B) the difference obtained by subtracting the purchase price from the closing price of the Company's common stock on the date immediately preceding such date of such exercise (“Cashless Exercise”).

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Grantee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive officeoffices. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by a cash payment in an amount equal to the full purchase exercise price for the Shares in respect of which the Option is being exercised; provided, however, that [following a Termination of Employment (i) by the Company without Cause or (ii) by the Optionee after the second anniversary of the Closing following the attainment of (x) age 55 and (y) at least ten years of completed service with the Company and/or its Subsidiaries]1 , or otherwise in the sole discretion of the Committee, payment of the full exercise price for the Shares in respect of which an Option is being exercised may be made in the manner set forth in Section 5.3. 5.3 Subject to Section 5.2 and to applicable law, payment, in cashfull or in part, of the exercise price for the Shares in respect of which an Option is being exercised may be made (a) in the form of unrestricted Shares (by check delivery of such Shares or by transferring attestation) already owned by the Optionee (based on the Fair Market Value of Shares on the date the Option is exercised), (b) by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price, and, if requested, the amount of any federal, state, local or foreign withholding taxes or (c) by instructing the Committee to withhold a number of such Shares having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which aggregate exercise price of such Shares are substitutedOption. 5.3 5.4 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of 1 Not applicable to Boots, Xxxxxx and Xxxxxxx, whose Agreements include, in lieu of the bracketed language: “in the event of the Employee’s retirement following the fourth anniversary of the Closing Date” ( “in the event of the Employee’s retirement following the third anniversary of the Closing Date”, in the case of Xxxxxx). Shares as to which such exercise was effective. Each stock certificate representing Shares issuable upon the exercise of the Option shall bear such legends as the Company deems appropriate. 5.4 5.5 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price Exercise Price for the number of Shares in respect of which the Option was exercisedexercised and made arrangements acceptable to the Company for the payment of all applicable Withholding Taxes, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder shareholder of record on the books of the CompanyCompany and (iv) the Optionee has executed such other documents as required by the Company to cause the Optionee to be a party to, and bound by the terms of, the Stockholders Agreement, dated as of [ ], among the Company and such other stockholders party thereto, a copy of which is attached hereto as Exhibit B, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised exercised, and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (ia) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise exercise, and (iib) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase exercise price for the Shares in respect of which the Option is being exercised. The exercise price for any Shares purchased pursuant to the exercise of the Option shall be paid, as determined by the Committee in its discretion, in casheither of the following forms (or any combination thereof): (a) cash or (b) the transfer, by check either actually or by transferring Shares attestation, to the Company having of Shares upon such terms and conditions as determined by the Committee. In addition, Options may be exercised through a Fair Market Value on registered broker-dealer pursuant to such cashless exercise procedures which are, from time to time, deemed acceptable by the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedCommittee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (ia) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase exercise price for the number of Shares in respect of which the Option was exercised, (iib) the Company shall have issued and delivered the Shares to the Optionee, and (iiic) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall shall: (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise exercise, and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 hereof shall be accompanied by by: (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 13 of this Agreement. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The 6.4 Except as otherwise provided in Section 11, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercised, full upon such exercise (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office, to the attention of the General Counsel and Corporate Secretary. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 5.2. The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, the Option may be exercised through a broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee in its sole discretion. 5.3 5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 5.4. The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares. 5.5. The terms and provisions of any Employment Agreement that relates to or affects the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Section 5 or Section 6 or 7, in the event of any conflict or inconsistency between the terms and conditions of this Section 5 or Section 6 or 7 and the terms and conditions of the Employment Agreement, if any, the terms and conditions of the Employment Agreement shall be controlling.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms and conditions of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the Option may be exercised only through an Exercise and Net Shares transaction or in such other manner as may be permitted by the Committee in its discretion, by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall shall: (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise exercise, and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. For purposes of this Agreement, “Exercise and Net Shares”, shall mean the exercise of an Option where, upon receipt of notice of exercise, the Company shall transfer to the Optionee the number of Shares as to which such exercise was effective, less a number of Shares having a Fair Market Value on the date of exercise equal to the sum of: (i) the full purchase price for the Shares in respect of which the Option is being exercised and (ii) Withholding Taxes due. 5.2 The In the event the Committee permits an exercise other than an Exercise and Net Shares transaction, the notice of exercise described in Section 5.1 hereof shall be accompanied by by: (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 13 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 13 of this Agreement. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Except as otherwise provided in Section 11, the Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, by certified or bank cashier's check or other form of payment acceptable to the Company, or, if indicated in cashthe notice, such payment shall follow by check or by transferring Shares to from a registered broker acting as agent on behalf of the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedGrantee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the OptioneeGrantee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise" in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised by in whole or in part with respect to the vested Shares. Within ten (10) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to be issued to the Optionee. Y = the number of shares of Common Stock purchasable upon exercise of all of the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised. A = the Option Exercise Price. B = the Per Share Market Value of one share of Common Stock.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committeerequested, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan16 below, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office, to the attention of the General Counsel and Corporate Secretary. Such notice shall state that the Optionee Grantee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 5.2. The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Grantee. However, at the discretion of the Committee appointed to administer the Plan, the Grantee may pay the exercise price in part or in full by transferring Shares to the Company unrestricted Shares owned by the Grantee having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, the Option may be exercised through a broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee in its sole discretion. 5.3 5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Plan, take such action as may be necessary to effect the transfer to the Optionee Grantee of the number of Shares as to which such exercise was effective. 5.4 5.4. The Optionee Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Grantee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeGrantee, and (iii) the Optionee's Grantee’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Grantee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, in the form attached hereto as Appendix A, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares Stock in respect of which the Option is being exercised, in cash, by check or or, with the consent of the Committee, by transferring Shares Stock held for at least six months to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares Stock are substituted. In addition, the Optionee may provide instructions to the Company that upon receipt of the purchase price for the Option in cash, certified check or wire transfer of immediately available funds, from a broker or dealer acting at the direction of the Optionee, in payment for any Stock pursuant to the exercise of an Option, the Company shall issue such Stock directly to the designated broker or dealer. 5.3 Upon receipt of notice of exercise and full payment for the Shares Stock in respect of which the Option is being exercised, the Company shall, subject to Section 17 10 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares Stock subject to the Option until until: (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares Stock in respect of which the Option was exercised, ; (ii) the Company shall have issued and delivered the Shares Stock to the Optionee, ; and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such SharesStock.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise" in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised by in whole or in part with respect to the vested Shares. Within ten (10) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to be issued to the Optionee. Y = the number of shares of Common Stock purchasable upon exercise of all of the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised. A = the Option Exercise Price. B = the Per Share Market Value of one share of Common Stock.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date day of exercise equal to the cash amount for which such Shares shares of Stock are substituted. Notwithstanding the preceding sentence, the parties agree that, to the extent permitted by law, and to the extent it would not, in the Company's judgment, result in any adverse legal, financial or tax implications for the Company, it is their intention that Optionee be able to effect a simultaneous exercise of this Option and sale of shares of Stock issuable upon such exercise in the over-the-counter market or any securities exchange on which the Stock is then listed, without Optionee bearing any commission or brokerage expense (a "concurrent transaction"). To this end, the Company and Optionee shall jointly agree upon a securities broker to be used in such transactions and further to adopt such additional procedures as may be necessary or advisable to accomplish concurrent transactions. In any concurrent transaction, the Company shall not be required to deliver a share certificate upon exercise of this Option unless it receives concurrent payment of the exercise price and Withholding Taxes. The Company shall bear all commission and brokerage expense associated with concurrent transactions, which shall be treated as an adjustment in the purchase price of shares subject to this Option. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company provided, that full payment of the exercise price and Withholding Taxes may be made concurrently with such transfer and delivery in the case of a concurrent transaction provided for in Section 6.2. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect respect, to any Shares shares of Stock subject to the Option option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares.

Manner of Exercise and Payment. 5.1 7.1 Subject to the terms and conditions of this Agreement and the Plan, Option Plan the Option may be exercised by delivery of written notice to the CompanyCompany in the form attached hereto, at its principal executive office. Such notice shall state that the Optionee Participant is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeCompany, such person or persons shall (i) deliver this Agreement to the Secretary an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 7.2 The notice of exercise described in Section 5.1 7.1 above shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to any other form as the Company having a Fair Market Value on the day preceding the date of exercise equal may require from time to the cash amount for which such Shares are substitutedtime. 5.3 7.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 7.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of this Agreement and the Option Plan, take such action as may be necessary to effect the transfer to the Optionee Participant of the number of Shares as to which such exercise was effective. 5.4 7.4 The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeParticipant, and (iii) the OptioneeParticipant's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee Participant shall have full voting and other ownership rights with respect to such SharesShares during the period of ownership thereof.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercised, full upon such exercise (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option Options may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Options and the number of Ordinary Shares in respect of which the Option is Options are being exercised and shall be signed by the person or persons exercising the OptionOptions. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the OptionOptions. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by (x) (i) the full purchase price for the Ordinary Shares in respect of which the Option is Options are being exercised, in cashcash (i.e., by check check), or by transferring Ordinary Shares, or in a combination of cash and such Ordinary Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Ordinary Shares are substitutedsubstituted or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Ordinary Shares directly to a designated broker or dealer pursuant to a cashless exercise election which is made in accordance with such requirements and procedures as are acceptable to the Committee in its sole discretion and (y) any applicable withholding taxes. 5.3 Upon receipt of notice of exercise and full payment for the Ordinary Shares in respect of which the Option is Options are being exercisedexercised and any other documentation which may be reasonably required by the Committee, the Company shall, subject to Section 17 of the PlanPlan and this Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Ordinary Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Ordinary Shares subject to the Option Options until (i) the Option Options shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Ordinary Shares in respect of which the Option Options was exercisedexercised and any applicable withholding taxes, (ii) the Company shall have issued and delivered the Ordinary Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Ordinary Shares, subject to the terms and conditions set forth herein.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the CompanyCorporation, at its principal executive office. Such notice shall state that the Optionee Executive is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Corporation who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or or, if indicated in the notice, such payment shall follow by transferring Shares to check from a registered broker acting as agent on behalf of the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedExecutive. 5.3 Upon receipt of notice of exercise and exercise, full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 and full satisfaction of the PlanExecutive’s obligation for Withholding Taxes, the Corporation shall take such action as may be necessary to effect the transfer to the Optionee Executive of the number of Shares as subject to which such exercise was effectiveexercise. 5.4 The Optionee Executive shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Executive shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company Corporation shall have issued and delivered the Shares to the OptioneeExecutive, and (iii) the Optionee's Executive’s name shall have been entered as a stockholder of record on the books of the CompanyCorporation, whereupon the Optionee Executive shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise"in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised by in whole or in part with respect to the vested Shares. Within ten (10) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula:

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee Executive is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon on this Agreement a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, cash or by check or or, if indicated in the notice, such payment shall follow by transferring Shares to check from a registered broker acting as agent on behalf of the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substitutedExecutive. 5.3 Upon receipt of notice of exercise and exercise, full payment for the Shares in respect of which the Option is being exercised, and full satisfaction of the Executive's obligation for Withholding Taxes (as hereinafter defined), the Company shall, subject to Section 17 of the Plan, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as subject to which such exercise was effectivein the name of the Executive either to the Executive or to the Escrow Account (as hereinafter defined) pursuant to Section 5.5 hereof (whichever is applicable). 5.4 The Optionee Executive shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee Executive shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the OptioneeExecutive or to the Escrow Account (whichever is applicable), and (iii) the OptioneeExecutive's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall Executive shall, subject to Section 5.5 hereof (if applicable), have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 7.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) an online notice given to an online broker with, which the Company has made arrangement for the exercise of Options, which notice satisfies the form and conditions set forth in such arrangement, and which shall be provided to the Optionee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 7.2 The notice of exercise described in Section 5.1 7.1 shall be accompanied by the full purchase price Option Price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company, by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee, or (ii) by such arrangement as is made by the Company having a with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the Option Price shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 7.3 Upon receipt of the notice of exercise and full payment for the Shares in respect of which the Option is being exercisedPrice, the Company shall, subject to Section 17 20.9 of the Plan, take such action as may be necessary to effect affect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 7.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price Option Price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive officeoffices. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by a cash payment in an amount equal to the full purchase exercise price for the Shares in respect of which the Option is being exercised; provided, however, that [following a Termination of Employment (i) by the Company without Cause or (ii) by the Optionee after the second anniversary of the Closing following the attainment of (x) age 55 and (y) at least ten years of completed service with the Company and/or its Subsidiaries]1 , or otherwise in the sole discretion of the Committee, payment of the full exercise price for the Shares in respect of which an Option is being exercised may be made in the manner set forth in Section 5.3. 5.3 Subject to Section 5.2 and to applicable law, payment, in cashfull or in part, of the exercise price for the Shares in respect of which an Option is being exercised may be made (a) in the form of unrestricted Shares (by check delivery of such Shares or by transferring attestation) already owned by the Optionee (based on the Fair Market Value of Shares on the date the Option is exercised), (b) by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price, and, if requested, the amount of any federal, state, local or foreign withholding taxes or (c) by instructing the Committee to withhold a number of such Shares having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which aggregate exercise price of such Shares are substitutedOption. 5.3 5.4 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 15 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. Each stock certificate representing Shares issuable upon the exercise of the Option shall bear such legends as the Company deems appropriate. 5.4 5.5 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase exercise price for the number of Shares in respect of which the Option was exercisedexercised and made arrangements acceptable to the Company for the payment of all applicable Withholding Taxes, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder shareholder of record on the books of the CompanyCompany and (iv) the Optionee has executed such other documents as required by the Company to cause the Optionee to be a party to, and bound by the terms of, the Stockholders Agreement, dated as of [ ] among the Company and such other stockholders party thereto, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice delivered in person or by mail to the Secretary of the Company, at its principal executive officeoffices. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by a cash payment in an amount equal to the full purchase exercise price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. Each stock certificate representing Shares issuable upon the exercise of the Option shall bear such legends as the Company deems appropriate. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase exercise price for the number of Shares in respect of which the Option was exercisedexercised and made arrangements acceptable to the Company for the payment of all applicable Withholding Taxes, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder shareholder of record on the books of the Company and (iv) the Optionee has executed such other documents as required by the Company to cause the Optionee to be a party to, and bound by the terms of, the Stockholders Agreement, dated as of April 3, 2007, by and among the Company, and those stockholders of the Company listed on Schedule A thereto, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Controller of the Company, at its principal executive officeoffices, 120 Broadway, New York, NY 10271. Such notice shall be substantially xx xxx xxxx xxxxxxxx xxxxxx xx Xxhibit I, shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, or, if permitted by check the Committee, by transferring Shares, either actually or by transferring Shares attestation, to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which, from time to time, are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan13 hereof, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms of this Agreement.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Controller of the Company, at its principal executive officeoffices, 120 Broadway, New York, NY 10271. Such notice shall be substaxxxxxxx xx xxx xxxx xxxxxxxx xxxeto as Exhibit A, shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, or, if permitted by check the Committee, by transferring Shares, either actually or by transferring Shares attestation, to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which, from time to time, are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan16 hereof, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms of this Agreement.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice notice, of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date day of exercise equal to the cash amount for which such Shares shares of Stock are substituted. Notwithstanding the preceding sentence, the parties agree that, to the extent permitted by law, and to the extent it would not, in the Company's judgment, result in any adverse legal, financial or tax implications for the Company, it is their intention that Optionee be able to effect a simultaneous exercise of this Option and sale of shares of Stock issuable upon such exercise in the over-the-counter market or any securities exchange on which the Stock is then listed, without Optionee bearing any commission or brokerage expense (a "concurrent transaction"). To this end, the Company and Optionee shall jointly agree upon a securities broker to be used in such transactions and further to adopt such additional procedures as may be necessary or advisable to accomplish concurrent transactions. In any concurrent transaction, the Company shall not be required to deliver a share certificate upon exercise of this Option unless it receives concurrent payment of the exercise price and Withholding Taxes. The Company shall bear all commission and brokerage expense associated with concurrent transactions, which shall be treated as an adjustment in the purchase price of shares subject to this Option. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company provided, that full payment of the exercise price and Withholding Taxes may be made concurrently with such transfer and delivery in the case of a concurrent transaction provided for in Section 6.2. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect respect, to any Shares shares of Stock subject to the Option option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Option Exercise Price to the Company, (i) by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company, (ii) by "cashless exercise" in accordance with the provisions of Section 4.3, but only when a registration statement under Securities Act qualifying a public offering of the underlying Shares is not then in effect, or (iii) by a combination of the foregoing methods of payment selected by the Optionee. The Option may be exercised by in whole or in part with respect to the vested Shares. Within thirty (30) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 4.3 Notwithstanding any provisions herein to the contrary, if the Per Share Market Value of one share of Common Stock is greater than the Option Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may exercise this Option by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrendering this Option at the principal office of the Company together with the properly endorsed Option Exercise Form in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to be issued to the Optionee. Y = the number of shares of Common Stock purchasable upon exercise of all of the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised. A = the Option Exercise Price. B = the Per Share Market Value of one share of Common Stock.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanPlan (including without limitation, any alternative method of exercise and payment), the Option may be exercised by delivery to the Secretary of written notice to the Company, at its principal executive officeoffice of a written notice signed by the Optionee (or the person or persons then entitled to exercise the Option) complying with the applicable rules established by the Committee. Such notice shall state that the Optionee is electing to exercise the Option in whole or in part and the number of whole Shares in respect of which the Option is being exercised and exercised, provided, however, that any partial exercise of the Option shall be signed by for not less than five hundred (500) Shares (or the person or persons exercising the Optionminimum installment, if a smaller number of Shares). If requested by the Committee, the Optionee or such other person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or with the consent of the Committee, (i) by transferring Shares that have been held by the Optionee for at least six (6) months prior to the Company having exercise of the Option, duly endorsed for transfer to the Company, that have a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted or (ii) by Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the cash amount for which such Shares are substituted, or (iii) by a combination of cash and the transfer of Shares. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option in accordance with Section 12 hereof, the Company shall, subject to Section 17 14 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any owner of the rights of a holder with respect to any Shares subject to the Option unless and until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written or electronic notice to the Company, at its principal executive officeoffice or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the Shares exercise of an Option and shall be paid in respect of which the Option is being exercisedfull upon such exercise, (i) in cash, by check or check, by transferring Shares to the Company having a or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee, or by net settlement of the Option in the manner determined by the Committee, or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise equal to the cash amount for which of such Shares are substitutedOption. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 16 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date day of exercise equal to the cash amount for which such Shares shares of Stock are substituted. Notwithstanding the preceding sentence, the parties agree that, to the extent permitted by law, and to the extent it would not, in the Company's judgment, result in any adverse legal, financial or tax implications for the Company, it is their intention that Optionee be able to effect a simultaneous exercise of this Option and sale of shares of Stock issuable upon such exercise in the over-the-counter market or any securities exchange on which the Stock is then listed, without Optionee bearing any commission or brokerage expense (a "concurrent transaction"). To this end, the Company and Optionee shall jointly agree upon a securities broker to be used in such transactions and further to adopt such additional procedures as may be necessary or advisable to accomplish concurrent transactions. In any concurrent transaction, the Company shall not be required to deliver a share certificate upon exercise of this Option unless it receives concurrent payment of the exercise price and Withholding Taxes. The Company shall bear all commission and brokerage expense associated with concurrent transactions, which shall be treated as an adjustment in the purchase price of shares subject to this Option. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company. provided, that full payment of the exercise price and Withholding Taxes may be made concurrently with such transfer and delivery in the case of a concurrent transaction provided for in Section 6.2. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares shares of Stock subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Share Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, in the form attached hereto as APPENDIX I, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Share Option Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, with the approval of the Committee, by any one or a combination of the following: (i) cash (by check), (ii) transferring fully paid Shares held at least six (6) months to the Company with a Fair Value equal to the aggregate purchase price, or (iii) if requested by the Optionee and agreed to by the Committee in its sole discretion, pursuant to a full recourse promissory note upon such terms as the Committee deems appropriate. Notwithstanding the foregoing, the Committee shall have discretion to determine at any later date (up to and including the date of exercise) the form of payment acceptable in respect of the exercise of the Option. In addition, the Optionee may provide instructions to the Company that upon receipt of the Option purchase price in cash, by check certified check, or by transferring wire transfer of immediately available funds, from a broker or dealer acting at the direction of the Optionee, in payment for any Shares pursuant to the exercise of the Option, the Company having a Fair Market Value on the day preceding the date of exercise equal shall issue such Shares directly to the cash amount for which such Shares are substituteddesignated broker or dealer. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, shall subject to Section 17 9 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective, and may issue the Shares to an account maintained in the Optionee's name by Equiserve or another transfer agent if the Optionee has not provided contrary instructions. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Share Option Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder shareholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committeerequested, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 12 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall tender the Xxxxxx Xxxrcise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company. The Option may be exercised by in whole or in part with respect to the vested Shares. Within thirty (30) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the PlanPlan (including without limitation, any alternative method of exercise and payment), the Option may be exercised by delivery to the Secretary of written notice to the Company, at its principal executive officeoffice of a written notice signed by the Optionee (or the person or persons then entitled to exercise the Option) complying with the applicable rules established by the Committee. Such notice shall state that the Optionee is electing to exercise the Option in whole or in part and the number of whole Shares in respect of which the Option is being exercised and exercised, provided, however, that any partial exercise of the Option shall be signed by for not less than five hundred (500) Shares (or the person or persons exercising the Optionminimum installment, if a smaller number of Shares). If requested by the Committee, the Optionee or such other person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice of exercise described in Section 5.1 6.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check check, or with the consent of the Committee, (i) by transferring Shares that have been held by the Optionee for at least six (6) months prior to the Company having exercise of the Option, duly endorsed for transfer to the Company, that have a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted or (ii) by Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the cash amount for which such Shares are substituted, or (iii) by a combination of cash and the transfer of Shares. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option in accordance with Section 13 hereof, the Company shall, subject to Section 17 14 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any owner of the rights of a holder with respect to any Shares subject to the Option unless and until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercisedexercised and all amounts which under federal, state or local law the Company (or other employer corporation) is required to withhold upon exercise of the Option, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's ’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting voting, dividend and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms and conditions of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject 4.1 To exercise the Option, the Optionee must deliver a completed copy of the Option Exercise Form, attached hereto as Exhibit A, to the terms and conditions address indicated on such Form or such other address designated by the Company from time to time. Contemporaneously with the delivery of this Agreement and the PlanOption Exercise Form, the Optionee shall texxxx xxx Option Exercise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Company. The Option may be exercised by in whole or in part with respect to the vested Shares. Within thirty (30) days of delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option Exercise Form and the number tender of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the CommitteeExercise Price, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to deliver certificates evidencing the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount Optionee, duly endorsed for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee Optionee, free and clear of the number of Shares as to which such exercise was effectiveall liens, security interests, pledges or other claims or charges. 5.4 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice in person, electronically or by mail to the Company, at its principal executive officePlan Administrator (or his or her designee). Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company Plan Administrator (or his or her designee) who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by (a) the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or check, by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted, or in such other manner as may be permitted by the Committee in its discretion, and (b) payment of the Withholding Taxes as provided by Section 12 of this Agreement, and in the manner as may be permitted by the Committee its discretion pursuant to Section 12 of this Agreement. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice delivered in person or by mail to the Controller of the Company, at its principal executive officeoffices, 31 West 21st Street, New York, NY 10010. Such notice shall be subxxxxxxxxxx xx xxx xxxx xxxxxxxx xxxxxx as Exhibit A, shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 hereof shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, or, if permitted by check the Committee, by transferring Shares, either actually or by transferring Shares attestation, to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. In addition, Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures which, from time to time, are deemed acceptable by the Committee. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan16 hereof, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares, subject to the terms of this Agreement.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company, at its principal executive office. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall be for whole shares of Common Stock only. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by (x) either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares a combination thereof or (ii) subject to the consent of the Committee, instructions from the Optionee to the Company having directing the Company to deliver a Fair Market Value on the day preceding the date specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise equal election which is made in accordance with such requirements and procedures as are acceptable to the cash amount for which such Shares are substitutedCommittee in its sole discretion and (y) full payment of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof. 5.3 Upon receipt of the notice of exercise and full any payment for or other documentation as may be necessary pursuant to Section 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the PlanPlan and this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a holder with stockholder of the Company in respect to any of, Shares subject to purchased upon exercise of the Option until (i) the Option shall have been exercised pursuant to the terms of this Option Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, exercised and any applicable Withholding Taxes and (ii) the Company shall have issued and delivered the certificates representing such Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Agreement and the Plan, the Option may shall be exercised by delivery of written notice (the “Exercise Notice”) in writing in person, or by facsimile or electronic means, or by certified mail, return receipt requested, and to such person, entity and location, as may be designated by or otherwise acceptable to the Secretary of the Company, at its principal executive office. Such notice The Exercise Notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and exercised. The Exercise Notice shall be signed or authorized by the person or persons exercising the OptionOptionee. If requested by the Committee, such person or persons the Optionee shall (i) deliver this Agreement to the Secretary of the Company Company, who shall endorse thereon a notation of such exercise exercise, and (ii) provide satisfactory proof as to the right of such person or persons the Optionee to exercise the Option. As used in this Section 5, “delivery” means that the Exercise Notice and Purchase Price have been received by the Company or its specified designee in accordance with Section 5.2 prior to expiration of the Option as provided in Section 6.1. 5.2 (b) The notice of exercise described in Section 5.1 Exercise Notice shall be accompanied by the full purchase price Purchase Price for the Shares in respect of which the Option is being exercised, in cash, by certified check or in such other manner not inconsistent with the provisions of the Plan as may be designated by the Committee, or, in the discretion of the Committee, in whole or in part, by transferring Shares to the Company having a Fair Market Value on the most recent trading day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 (c) Upon timely receipt of notice of exercise the Exercise Notice and full payment of the Purchase Price for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 the terms of the Plan, take such action as may be necessary to effect the transfer issuance to the Optionee of the number of Shares as to which such exercise was effective. 5.4 (d) The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to to, any Shares subject to underlying the Option until (i) the Optionee exercises the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid pays the full purchase price Purchase Price for the number of Shares in respect of which the Option was exercised, and (ii) the Company shall have issued issues and delivered the delivers such Shares to the Optionee, and (iii) the Optionee's name shall have been entered as Optionee or to a stockholder of record on the books of broker approved by the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesthereto.

Manner of Exercise and Payment. 5.1 6.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, Company at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares shares of Stock in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 6.2 The notice notice, of exercise described in Section 5.1 6.1 shall be accompanied by the full purchase price for the Shares shares of Stock in respect of which the Option is being exercisedexercised and by the Withholding Taxes, in cash, by check or or, in the discretion of the Committee, by transferring Shares shares of Stock to the Company held by the Optionee for more than six months and having a Fair Market Value on the day preceding the date day of exercise equal to the cash amount for which such Shares shares of Stock are substituted. Notwithstanding the preceding sentence, the parties agree that, to the extent permitted by law, and to the extent it would not, in the Company's judgment, result in any adverse legal, financial or tax implications for the Company, it is their intention that Optionee be able to effect a simultaneous exercise of this Option and sale of shares of Stock issuable upon such exercise in the over-the-counter market or any securities exchange on which the Stock is then listed, without Optionee bearing any commission or brokerage expense (a "concurrent transaction"). To this end, the Company and Optionee shall jointly agree upon a securities broker to be used in such transactions and further to adopt such additional procedures as may be necessary or advisable to accomplish concurrent transactions. In any concurrent transaction, the Company shall not be required to deliver a share certificate upon exercise of this Option unless it receives concurrent payment of the exercise price and Withholding Taxes. The Company shall bear all commission and brokerage expense associated with concurrent transactions, which shall be treated as an adjustment in the purchase price of shares subject to this Option. 5.3 6.3 Upon receipt of notice of exercise and full payment for the Shares shares of Stock in respect of which the Option is being exercisedexercised and of the Withholding Taxes, the Company shall, subject to Section 17 14 of the Plan, promptly take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Stock as to which such exercise was effective, including issuing and delivering such shares of Stock and entering the Optionee's name as a stockholder of record on the books of the Company provided, that full payment of the exercise price and Withholding Taxes may be made concurrently with such transfer and delivery in the case of a concurrent transaction provided for in Section 6.2. 5.4 6.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect respect, to any Shares shares of Stock subject to the Option option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares shares of Stock in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares shares of Stock to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Sharesshares. 6.5 If and when requested by Optionee, the Company shall file a registration statement (on Form S-8 or any successor form) under the Securities Act of 1933 (the "Act") covering the shares of Stock subject to this Option and shall use its best efforts to cause the same to become effective and in addition shall register or qualify such shares under all applicable State securities laws (including in connection with a concurrent transaction). In addition, the Company will use its reasonable efforts to permit such shares to be registered in a "piggy back" registration in connection with a registration of shares of stock to be issued by the Company pursuant to Form X-0, X-0, X-0 or S-8 under the Act, on such customary terms and conditions as the Company shall reasonably specify. Upon the Optionee's written request, if he desires to sell shares of Stock that cannot be resold by him for any reason without registration under the Act, the Company will (i) promptly cause a registration statement to be filed under the Act covering the resale of such shares and use its best efforts to cause the same to become effective as promptly as practicable (the Company being under no obligation to effect more than one such registration) or (ii) repurchase such shares and, to the extent requested by the Optionee, the number of such vested shares subject to this Option from Optionee at their market value. The Optionee shall, in a manner customary for such a registration, cooperate with the Company, as reasonably requested by it, in connection with such registration and resale. The Company shall, by written notice to the Optionee within 10 days after receipt of such request, elect whether the Company will effect such registration or repurchase Optionee's shares of Stock. For this purpose, "market value" of (i) outstanding shares shall mean the product of the number of shares to be repurchased multiplied by the arithmetic average of the closing prices of the Stock, as reported by Nasdaq or the principal exchange on which the Stock is listed, during the five trading days immediately prior to the Optionee giving a written request to the Company to register the shares, and (ii) vested shares subject to this Option shall mean the value of the number of such vested shares, determined in accordance with the preceding clause (i) as if they were outstanding, reduced by the aggregate exercise price of the number of vested shares to be repurchased. To the extent the Company provides registration rights to effective officers pursuant to benefit or stock plans of the Company, Optionee will be provided with similar rights as are provided to other executive officers.