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 Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company (or his or her designee), 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) 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, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan 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 stockholder of the Company in respect of, Shares 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 and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

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 (or his or her designee), 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof hereof, in cash (such payment or, subject to be made in cashthe discretion of the Committee, by delivering Sharescheck, by withholding or delivering a portion of the Shares otherwise issuable issuable, or by any combination thereofof cash, check and/or withholding or delivery of Shares) 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, in which case the Company must receivereceive in cash (or, subject to the Plan and to the discretion of the Committee, by check, by withholding or delivering a portion of the Shares otherwise issuable, or by any combination of cash, check and/or withholding or delivering of Shares), prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof)hereof. The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan 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 stockholder of the Company in respect of, Shares 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 and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall withhold a number of Shares otherwise deliverable to the Participant to pay (i) deliver this Agreement (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from an amount equal to or greater in value than the Optionee minimum applicable withholding taxes, liabilities, and obligations, if any (but which may in no event be greater than the maximum statutory withholding amounts in the Participant’s jurisdiction) (“Withholding Taxes”) associated with such exercise (except to the Company directing extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to deliver a specified number the issuance of Shares directly to a designated broker or dealer pursuant to a cashless exercise electionthe Shares, in which case the Company must receive, full number of Shares shall be issued). The number of Shares to be withheld or otherwise used for payment shall be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the issuance date of delivery of the Shares in respect Shares. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Participant may otherwise elect to make all or a portion of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made payments in cash, by delivering check, cash equivalent, and/or Shares, by withholding a portion or as provided in Section 14(d) of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding TaxesPlan. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

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 Corporation (or his or her designee), 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. In the event the Company Corporation has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 (including the Award Letter) to the Secretary of the Company Corporation 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company Corporation directing the Company Corporation to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election, in which case the Company Corporation must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company Corporation shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company Corporation shall, subject to the Plan 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 stockholder of the Company Corporation in respect of, Shares 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 and any applicable Withholding Taxes and (ii) the Company Corporation shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 Subject (a) The Option, to the terms and conditions of this Option Agreement and the Planextent it shall have become exercisable, the Option may be exercised by delivery of written or electronic notice of exercise to the Secretary of the Company (or his or her designee)telephonic instructions to the extent provided by the Committee) in accordance with the terms of this Agreement, at its principal executive officeaccompanied by payment of the Exercise Price. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such person shares to the Company); provided, that such shares of Common Stock are not subject to any pledge or persons other security interest and have been held by the Participant for any period of time as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”); or (ii) by such other method as the Committee may permit, in its sole discretion, including, without limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) so long as there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price. (b) Upon exercise of the Option pursuant to Section 6(a), the Participant shall be required to pay to the Company or, if different, the Service Recipient, an amount in cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes (the “Withholding Taxes”) that are statutorily required to be withheld in respect of the Option. Alternatively, the Company may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant. Without limiting the foregoing, the Committee may (but is not obligated to), in its sole discretion, permit or require the Participant to satisfy, all or any portion of the minimum Withholding Taxes that are statutorily required to be withheld with respect to the Option by (i) deliver this Agreement the delivery of shares of Common Stock (including which are not subject to any pledge or other security interest) that have been both held by the Award Letter) Participant and vested for any period of time as established from time to time by the Secretary of the Company who shall endorse thereon a notation of Committee in order to avoid adverse accounting treatment under GAAP having an aggregate Fair Market Value equal to such exercise and minimum statutorily required Withholding Taxes (or portion thereof); or (ii) provide satisfactory proof as to having 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of Company withhold from the Shares otherwise issuable or by any combination thereof) deliverable to, or (ii) instructions from that would otherwise be retained by, the Optionee to Participant upon 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, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, a number of Shares with an aggregate Fair Market Value equal to an amount not in excess of such minimum statutorily required Withholding Taxes (or portion thereof). Notwithstanding the foregoing, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any additional Withholding Taxes payable by him or her with respect to the Option by electing to have the Company shall not withhold any from the Shares issuable to the Participant, a number of Shares having an aggregate Fair Market Value that is greater than the applicable minimum required statutory Withholding Taxes (but such withholding may in no event be in excess of the minimum maximum statutory withholding amount(s) in the Participant’s relevant tax jurisdiction). Further, for non-U.S. Participants, the Company may withhold from the Shares issuable to such non-U.S. Participant, a number of Shares necessary having an aggregate Fair Market Value up to satisfy the applicable Withholding Taxesmaximum statutory withholding amount(s) in the non-U.S. Participant’s relevant tax jurisdiction. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise. (e) The Company shall pay any costs incurred in connection with issuing the Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall (i) deliver this Agreement (including the Award Letter) withhold a number of Shares otherwise deliverable to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as Participant 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 either (i) payment of pay the full purchase price for the Shares in respect of which the Option is being exercised and the minimum applicable withholding taxes, liabilities, and obligations (“Withholding Taxes”) associated with such exercise. Notwithstanding the foregoing, unless otherwise determined by the Committee, Participant may otherwise elect to make all or a portion of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made payments in cash, by delivering check, cash equivalent and/or Shares, by withholding a portion or as provided in Section 14(d) of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified Plan. The number of Shares directly to a designated broker be withheld or dealer pursuant to a cashless exercise election, in otherwise used for payment shall be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which case the Company must receive, Shares then trade) on the trading day immediately prior to the issuance date of delivery of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall withhold a number of Shares otherwise deliverable to the Participant to pay (i) deliver this Agreement (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and (ii) an amount equal to or greater in value than the minimum applicable withholding taxes, liabilities, and obligations, if any (but which may in no event be greater than the maximum statutory withholding amounts in the Participant’s jurisdiction) (“Withholding Taxes”) associated with such exercise. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Participant may otherwise elect to make all or a portion of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made payments in cash, by delivering check, cash equivalent and/or Shares, by withholding a portion or as provided in Section 14(d) of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified Plan. The number of Shares directly to a designated broker be withheld or dealer pursuant to a cashless exercise election, in otherwise used for payment shall be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which case the Company must receive, Shares then trade) on the trading day immediately prior to the issuance date of delivery of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Award Agreement and the Plan, the Optionee (or the Optionee’s, representative, devisee or heir, as applicable), may exercise any portion of the Option may be exercised that has become exercisable in accordance with the terms of this Award Agreement by delivery of written notice delivering to the Secretary of the Company (or his or her designee), at its principal executive office. Such office written notice shall state that in form acceptable to the Optionee or other authorized person is electing to exercise the Option and Committee specifying the number of whole Shares in respect of which the Option is being exercised and to be purchased. The notice shall be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 and shall be for whole shares of Common Stock onlyan irrevocable election to exercise such Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) 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 (b) The notice of exercise described in Section 5.1 above shall be accompanied by either (i) payment of the full purchase price aggregate Option Price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes exercised. Payment shall be (as defined in Section 11i) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion certified or bank cashier’s check payable to the order of the Shares otherwise issuable or by any combination thereof) or Company, free from all collection charges, (ii) instructions from in unencumbered Shares (including, unless the Optionee Committee determines in its sole discretion that it would result in adverse accounting treatment (including under Statement of Financial Accounting Standards Board No. 123R), Shares otherwise to be delivered upon exercise of the Option) having a Fair Market Value equal to the Company directing full amount of the Option Price therefor or (iii) such other form as may be permitted by the Committee. (c) Any applicable withholding taxes shall be payable (i) in cash, (ii) by delivery of Shares previously purchased by the Optionee, (iii) by the Company to deliver a specified withholding that number of Shares directly sufficient to satisfy the minimum required statutory withholding obligation or (iv) by a designated broker combination of such forms of payment. (d) Any exercise shall be effective as of the date specified in the notice of exercise (or dealer pursuant otherwise in accordance with rules that may be established by the Committee from time to a cashless exercise electiontime), in which case provided that such date is not earlier than the date that the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of actually receives the full purchase price for the Shares (or adequate provision therefor) in respect of which the Option is being exercised and all the amount of any applicable Withholding Taxes pursuant to Section 11 hereof (such payment withholding taxes to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shallpaid, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to exercise method elected by the Optionee of the number of Shares as to which such exercise was effectiveand permitted by Section 6(b) above. 5.4 (e) The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in holder with respect ofto, any Shares purchased upon exercise of subject to the Option until (i) the Option shall such Shares have been exercised pursuant paid for in full and issued 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 and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exerciseOptionee.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Award Agreement and the Plan, the Optionee (or the Optionee’s, representative, devisee or heir, as applicable), may exercise any portion of the Option may be exercised that has become exercisable in accordance with the terms of this Award Agreement by delivery of written notice delivering to the Secretary of the Company (or his or her designee), at its principal executive office. Such office written notice shall state that in form acceptable to the Optionee or other authorized person is electing to exercise the Option and Committee specifying the number of whole Shares in respect of which the Option is being exercised and to be purchased. The notice shall be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 and shall be for whole shares of Common Stock onlyan irrevocable election to exercise such Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) 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 (b) The notice of exercise described in Section 5.1 above shall be accompanied by either (i) payment of the full purchase price aggregate Option Price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes exercised. Payment shall be (as defined in Section 11i) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion certified or bank cashier’s check payable to the order of the Shares otherwise issuable or by any combination thereof) or Company, free from all collection charges, (ii) instructions from in unencumbered Shares (including, unless the Optionee Committee determines in its sole discretion that it would result in adverse accounting treatment (including under Statement of Financial Accounting Standards Board No. 123R), Shares otherwise to be delivered upon exercise of the Option) having a Fair Market Value equal to the Company directing full amount of the Option Price therefor or (iii) such other form as may be permitted by the Committee. (c) Any applicable withholding taxes shall be payable (i) in cash, (ii) by delivery of Shares previously purchased by the Optionee, (iii) by the Company to deliver a specified withholding that number of Shares directly sufficient to satisfy the minimum required statutory withholding obligation (iv) or by a designated broker combination of such forms of payment. (d) Any exercise shall be effective as of the date specified in the notice of exercise (or dealer pursuant otherwise in accordance with rules that may be established by the Committee from time to a cashless exercise electiontime), in which case provided that such date is not earlier than the date that the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of actually receives the full purchase price for the Shares (or adequate provision therefor) in respect of which the Option is being exercised and all the amount of any applicable Withholding Taxes pursuant to Section 11 hereof (such payment withholding taxes to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shallpaid, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to exercise method elected by the Optionee of the number of Shares as to which such exercise was effectiveand permitted by Section 6(b) above. 5.4 (e) The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in holder with respect ofto, any Shares purchased upon exercise of subject to the Option until (i) the Option shall such Shares have been exercised pursuant paid for in full and issued 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 and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exerciseOptionee.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall withhold a number of Shares otherwise deliverable to the Participant to pay (i) deliver this Agreement (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and (ii) an amount equal to or greater in value than the applicable minimum withholding taxes, liabilities, and obligations, if any (but which may in no event be greater than the maximum statutory withholding amounts in the Participant’s jurisdiction) (“Withholding Taxes”) associated with such exercise. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Participant may otherwise elect to make all or a portion of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made payments in cash, by delivering check, cash equivalent and/or Shares, by withholding a portion or as provided in Section 14(d) of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified Plan. The number of Shares directly to a designated broker be withheld or dealer pursuant to a cashless exercise election, in otherwise used for payment shall be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which case the Company must receive, Shares then trade) on the trading day immediately prior to the issuance date of delivery of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares Xxxxxx 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the PlanAgreement, the Option may be exercised by delivery of written notice to the Secretary of Company, in substantially the Company (or his or her designee)form attached hereto as Appendix I, 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 Option Shares in respect of which to be exercised under the Option is being exercised and shall be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 onlyOptionee. If requested by the CommitteeCompany, such person or persons the Optionee shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who which shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons the Optionee to exercise the Option. 5.2 (b) The notice of exercise described in Section 5.1 6(a) hereof shall be accompanied by either (i) payment of the full purchase price for the Option Shares in respect of which to be acquired under the Option is being exercised and by any one or a combination of all the following: (i) cash (by certified check or wire transfer of immediately available funds), (ii) if requested by the Optionee, to the extent permitted by applicable Withholding Taxes law, transferring fully paid Company Shares held at least six (6) months to the Company with a Fair Value (as defined in Section 1115(c) below) equal to the aggregate purchase price (less any portion paid in cash pursuant to Section 11 hereof clause (i) or by the surrender of a vested right to Option Shares pursuant to clause (iii)) or (iii) if requested by the Optionee, to the extent permitted by applicable law, surrendering the vested right of the Optionee to exercise this Option for Option Shares with a Fair Value in excess of the Exercise Price for such payment Option Shares equal to be made the aggregate purchase price (less any portion paid in cash pursuant to clause (i) or by transfer of Company Shares pursuant to clause (ii)). In addition, the Optionee may provide instructions to the Company that upon receipt of the Option purchase price in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable certified check or by any combination thereof) or (ii) instructions wire transfer of immediately available funds, from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer acting at the direction of the Optionee, in payment for any Option Shares pursuant to a cashless exercise election, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any issue such Option Shares directly to the designated broker or dealer. Any Company Shares to be valued in excess connection with a transfer of Company Shares to the Company or Option Shares to be valued in connection with a surrender of vested rights to exercise this Option for Option Shares as payment of the minimum purchase price under the Option shall be valued at their Fair Value on the day preceding the date of exercise of the Option. No fractional Option Shares (or cash in lieu thereof) shall be issued upon exercise of an Option and the number of Option Shares necessary that may be purchased upon exercise shall be rounded to satisfy the applicable Withholding Taxesnearest number of whole Option Shares. 5.3 (c) Upon receipt of the notice of exercise and any full payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to for the Option Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and Section 9 of this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Option Shares as to which such exercise was effectiveeffective within five (5) Business Days thereof, including, without limitation, issuing and delivering the Option Shares to the Optionee and entering the Optionee’s name as a shareholder of record on the books of the Company with respect to the Option Shares. 5.4 (d) The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in holder with respect ofto, any Option Shares purchased upon exercise of 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 for the number of Option Shares in respect of which to be acquired under the Option was exercised and any applicable Withholding Taxes and Option, (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 shareholder of record on the books of the Company with respect to the Option Shares, whereupon the Optionee shall have full voting and other ownership rights with respect to such Option Shares. Except as otherwise expressly provided in connection with such exercisethis Agreement, no adjustment shall be made for cash dividends or other distributions or rights for which the record date is prior to the date on which any Option Shares are issued.

Manner of Exercise and Payment. 5.1 Subject to the terms and conditions of this The Option Agreement and the Plan, the Option or any exercisable portion thereof may be exercised solely by delivery of written notice to the Secretary of the Company (or his office of all of the following prior to the time when the Option or her designee), at its principal executive office. Such such portion becomes unexercisable under Section 4.4: (a) A written notice shall state complying with the applicable rules established by the Board stating that the Optionee Option, or other authorized person a portion thereof, is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and exercised. The notice shall be signed by the Optionee or other person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time then entitled to time by the Award Administrator. Any exercisable portion of exercise 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 portion; and (i) deliver this Agreement (including the Award Letter) Full cash payment to the Secretary of the Company who shall endorse thereon a notation of for the shares with respect to which such exercise and Option or portion thereof is exercised; or (ii) provide With the consent of the Board, (A) shares of Common Stock owned by the Optionee and, unless the Committee provides otherwise in its sole discretion, held by the Optionee for at least six (6) months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of Common Stock issuable to the Optionee upon exercise of the Option or portion thereof, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Board, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Board. The Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Board, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Board, a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option or portion thereof, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Securities Act") and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on the exercise of the Option or portion thereof does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option or portion thereof in cash, or with the consent of the Board, (i) shares of Common Stock owned by the Optionee and, unless the Committee provides otherwise in its sole discretion, held by the Optionee for at least six (6) months, duly endorsed for transfer, with a Fair Market Value equal to the minimum amount required to be withheld, or (ii) shares of Common Stock issuable to the Optionee upon exercise of the Option or portion thereof with a Fair Market Value equal to the minimum amount required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be exercised by any person or persons other than the Optionee, appropriate proof as to of 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant Subject to Section 11 hereof (such payment to be made in cash5.1(d), by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) 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, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. 5.3 Upon upon receipt of the notice of exercise and any full payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to for the Shares shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option Agreement, shall take such action as may be necessary to effect the transfer to the Optionee of the number of Shares shares of Common Stock as to which such exercise was effective. 5.4 5.3 The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in holder with respect of, Shares purchased upon exercise of 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 for the number of Shares shares in respect of which the Option was exercised and any applicable Withholding Taxes and exercised, (ii) the Company shall have issued and delivered the Shares 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. 5.4 For purposes of this Agreement, the term "Fair Market Value" of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on National Association of Securities Dealers Automated Quotation System (NASDAQ) or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred; or (iii) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the fair market value of a share of Common Stock as established by the Board acting in connection with such exercisegood faith.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall withhold a number of Shares otherwise deliverable to the Participant to pay (i) deliver this Agreement (including the Award Letter) 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 either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised (the “Aggregate Exercise Price”) and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) 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, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable withholding taxes, liabilities, and obligations (“Withholding Taxes”) associated with such exercise. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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 effectiveeffective (less any Shares withheld pursuant to Section 6(b)). 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised Aggregate Exercise Price associated with such exercise and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

Manner of Exercise and Payment. 5.1 (a) Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Secretary Company in the manner prescribed in Section 7(d) of the Company (or his or her designee), at its principal executive officePlan and as otherwise set forth by the Committee from time to time. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and set forth 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. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. 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 . (b) Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, such person or persons the Company shall (i) deliver this Agreement (including the Award Letter) withhold a number of Shares otherwise deliverable to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as Participant 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 either (i) payment of pay the full purchase price for the Shares in respect of which the Option is being exercised and the minimum applicable withholding taxes, liabilities, and obligations (“Withholding Taxes”) associated with such exercise (except to the extent the Participant shall have a written agreement with the Company or any of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion its Affiliates under which the Company or an Affiliate of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee Company is responsible for payment of taxes with respect to the Company directing issuance of the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise electionShares, in which case the Company must receive, full number of Shares shall be issued). The number of Shares to be withheld or otherwise used for payment shall be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the issuance date of delivery of the Shares in respect Shares. Notwithstanding the foregoing, unless otherwise determined by the Committee, Participant may otherwise elect to make all or a portion of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made payments in cash, by delivering check, cash equivalent, and/or Shares, by withholding a portion or as provided in Section 14(d) of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding TaxesPlan. 5.3 (c) Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 6(a) and 5.2 6(b) relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option 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. 5.4 (d) The Optionee Participant shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares 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 Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.