Common use of Manner of Exercise of Option Clause in Contracts

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable or portion thereof by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100purchased constitute the total number of Shares remaining subject to the Option) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by wire transfer of immediately available funds to an account specified by the Company by a certified or bank cashier's ’s check or checks payable to the Company. At , or at any time when Common Stock is Shares are registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker “cashless exercise" procedure ” approved in all respects in advance by the BoardCommittee, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1A) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2B) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board Committee shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Option Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee To the extent that the right to exercise the Option has accrued and is in effect, the Option may exercise any Option that is fully vested and exercisable be exercised in full or in part by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased exercised and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either made (a) in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 order of the Securities Exchange Act Company, (b) at the discretion of 1934the Compensation Committee, and so long as amendedthere is no adverse tax or accounting impact to the Company, the Option may also be exercised by means delivery of a "broker cashless exercise" procedure approved in all respects in advance Shares owned by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares Participant having a fair market value equal in amount to the Exercise Price thereforexercise price of the Option being exercised and having been held by the Participant for at least six months, or (2c) as at the proceeds discretion of the Compensation Committee, by delivery of a margin loan properly executed exercise notice to the Employee; Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or (ii) agrees loan proceeds to pay the Exercise Price therefor exercise price, (d) at the discretion of the Compensation Committee, by a “net exercise” arrangement pursuant to which the Company in cash or acceptable cash equivalents upon will reduce the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having issued upon exercise by the largest whole number of Shares with a fair market value equal that does not exceed the aggregate exercise price, together with cash or other payment from the Participant to the Exercise Price therefor. The Employee's written notice extent of exercise any remaining balance of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and aggregate exercise price not satisfied by such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made reduction in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying whole Shares, or (e) at the Optiondiscretion of the Compensation Committee, that number by any combination of Shares having a fair market value (as determined in good faith by the Boarda), (b), (c) equal to the purchase price and (or portion thereofd) to be paid with such underlying Sharesabove. Upon such purchaseexercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or person exercising the person entitled to exercise the Option pursuant to Section 7)Option, not more than 10 thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) . The Participant shall not have any of this Agreement, the rights of a stockholder of the Company may delay in respect of the issuance of Shares covered by the Option and the delivery of a certificate until one or more certificates for such Shares until one shall be delivered to him or her upon the due exercise of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsOption.

Manner of Exercise of Option. (a) The Employee To the extent that the right to exercise the Option has accrued and is in effect, the Option may exercise any Option that is fully vested and exercisable be exercised in full or in part by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased exercised and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either made (a) in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 order of the Securities Exchange Act Company, (b) at the discretion of 1934the Compensation Committee, and so long as amendedthere is no adverse tax or accounting impact to the Company, the Option may also be exercised by means delivery of a "broker cashless exercise" procedure approved in all respects in advance Shares owned by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares Employee having a fair market value equal in amount to the Exercise Price thereforexercise price of the Option being exercised and having been held by the Employee for at least six months, or (2c) as at the proceeds discretion of the Compensation Committee, by delivery of a margin loan properly executed exercise notice to the Employee; Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or (ii) agrees loan proceeds to pay the Exercise Price therefor exercise price, (d) at the discretion of the Compensation Committee, by a “net exercise” arrangement pursuant to which the Company in cash or acceptable cash equivalents upon will reduce the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having issued upon exercise by the largest whole number of Shares with a fair market value equal that does not exceed the aggregate exercise price, together with cash or other payment from the Employee to the Exercise Price therefor. The Employee's written notice extent of exercise any remaining balance of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and aggregate exercise price not satisfied by such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made reduction in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying whole Shares, or (e) at the Optiondiscretion of the Compensation Committee, that number by any combination of Shares having a fair market value (as determined in good faith by the Boarda), (b), (c) equal to the purchase price and (or portion thereofd) to be paid with such underlying Sharesabove. Upon such purchaseexercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or person exercising the person entitled to exercise the Option pursuant to Section 7)Option, not more than 10 thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) . The Employee shall not have any of this Agreement, the rights of a stockholder of the Company may delay in respect of the issuance of Shares covered by the Option and the delivery of a certificate until one or more certificates for such Shares until one shall be delivered to him or her upon the due exercise of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsOption.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board of Directors of the Company (the “Board”), in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore, or (2) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor therefore to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee Optionee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Notwithstanding the forgoing, if a “broker cashless exercise” would be deemed an extension of credit for purposes of the Xxxxxxxx-Xxxxx Act of 2002 or violate any other law or regulation, Optionee may not exercise the Option in such manner. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 ten (10) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee may To the extent that the right to exercise any this Option that is fully has vested and exercisable is in effect, this Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased exercised and accompanied by payment in full for the Purchase Price of the Exercise Price for such Shares. Payment shall may be either made, at the election of the Employee, (i) in cash (or by authorizing a certified third party to sell all or bank cashier's a portion of the Shares being purchased on the condition that an appropriate portion of such sale proceeds are remitted to the Company), or (ii) upon collection by check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of , or (iii) upon the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares delivery to the Company in cash or acceptable cash equivalents, either (1) against of shares of Common Stock owned by the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares Optionee having a fair market value on the date of delivery equal to the Exercise Price thereforaggregate exercise price of the Shares being purchased; provided that, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees Employee shall be required to pay the Exercise Price therefor to the Company in an amount of cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The EmployeeCompany's written notice of exercise of the Option pursuant obligation to a "cashless exercise" procedure must include the name withhold for federal and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Sharesstate income taxes. Upon such purchaseexercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7)exercising this Option, not more than 10 thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the this Option reserve and keep available such number of Shares of its Common Stock as will be sufficient to satisfy the requirements of the this Option. (c) Notwithstanding the provision of Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the exercise of this Option and the delivery of a certificate for such Shares until one of the following conditions is shall be satisfied: : (i) the The Shares purchased pursuant with respect to the which this Option has been exercised are at the time of the issuance of such Shares issue thereof effectively registered or qualified under applicable federal and state securities laws acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such Shares are exempt from registration and qualification under applicable federal and state securities lawsacts now in force or as hereafter amended. The Company shall use its best efforts to obtain a favorable opinion to the foregoing effect.

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable option shall be exercised by giving written notice delivering to the Company stating Chief Financial Officer of the Corporation from time to time a signed statement of exercise specifying the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) shares to be purchased and accompanied by payment in full purchased, together with cash or a check to the order of the Exercise Price Corporation for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) an amount equal to the purchase price (of such shares. In the discretion of the Committee, payment in full or portion thereof) to in part may also be paid with such underlying Shares. Upon such purchase, made by delivery of (i) irrevocable instructions to a certificate broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the exercise price, or (ii) previously owned shares of Stock not then subject to restrictions under any Corporation plan (but which may include shares the disposition of which constitutes a disqualifying disposition for paid-uppurposes of obtaining incentive stock option treatment for federal tax purposes), non-assessable Shares or (iii) shares of Stock otherwise receivable upon the exercise of such option provided, however, that in the event the Committee shall determine in any given instance that the exercise of such option by withholding shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Committee may require that such exercise be accomplished in another acceptable manner. For purposes of this Section 3, such surrendered shares shall be made valued at the principal office closing price of the Company to Stock in the Employee (or NASDAQ Global Market on the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from most recent trading day preceding the date of receipt exercise on which sales of the notice by the CompanyStock occurred. (b) The Company issuance of optioned shares shall at be conditioned on the Optionee having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all times during applicable tax withholding obligations. The Corporation and its Subsidiaries shall, to the term extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. The Committee in its discretion, but only upon the written request of the Option reserve and keep available such number of Shares as will be sufficient Optionee, may permit the Optionee to satisfy federal income tax withholding requirements occasioned by the requirements exercise thereof by the surrender of shares otherwise to be received on the exercise of such option. For purposes of this subsection (b), such surrendered shares shall be valued at the closing price of the OptionStock in the NASDAQ Global Market on the most recent trading day preceding the date of exercise on which sales of the Stock occurred. (c) Notwithstanding Section 5(aWithin twenty (20) days after such exercise of this Agreementthe option in whole or in part, the Company may delay Corporation shall cause the issuance of Shares covered by shares with respect to which the Option and option shall be so exercised to be issued in uncertificated form in the delivery of a certificate for such Shares until one Optionee's name, provided that, if the stock transfer books of the following conditions is satisfied: Corporation are closed for the whole or any part of said twenty (i20) the Shares purchased pursuant to the Option are at the time day period, then such period shall be extended accordingly. Each purchase of the issuance Stock hereunder shall be a separate and divisible transaction and a completed contract in and of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsitself.

Manner of Exercise of Option. (a) The Employee Option may exercise any Option that is fully vested be exercised only by (i) Participant’s completion, execution and exercisable by giving written notice delivery to the Company stating of a notice of exercise and confirmation of Participant’s representations and warranties in Section 21 of this Agreement, including the representation that Participant is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof other than in compliance with the Securities Act of 1933, all in the form set forth in Exhibit A attached to this Agreement, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be being purchased and accompanied by payment as specified in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's Participant’s notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price thereforexercise. The Employee's written Participant must provide notice of exercise of the Option pursuant with respect to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information no fewer than 100 Shares (or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the any lesser number of Shares underlying with respect to which the Option, that number Option is then vested and exercisable). Participant’s notice of Shares having a fair market value (as determined exercise shall be given in good faith the manner specified in Section 17 but any exercise of the Option shall be effective only when the items required by the Board) equal preceding sentence are actually received by the Company. Payment of the aggregate Purchase Price for Shares Participant has elected to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (by cash or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Companycertified check. (b) The Company shall at all times during the term Upon any exercise of the Option reserve by Participant, the Company shall within five (5) business days from the effectiveness of the notice of exercise issue and keep available deliver to Participant or Participant’s designee a certificate or certificates evidencing such number of Shares as Participant has then elected to purchase. Such certificate or certificates shall be registered in the name of Participant or Participant’s designee and shall bear a legend substantially similar to the legend attached as Exhibit B unless such Shares have been registered under the Securities Act of 1933. If any Shares are issued with the foregoing legend, such Shares will be sufficient replaced with unlegended Shares promptly following the effectiveness of a registration of such Shares pursuant to satisfy the requirements Securities Act of the Option1933. (c) Notwithstanding Participant’s right to exercise the Option shall be conditioned upon and subject to satisfaction, in a manner as provided in the ADSA, of any withholding liability under any state or federal law arising in connection with exercise of the Option. If at any time upon or after the Participant’s exercise of any of the Option, the Company determines that there will be any such withholding liability, it will give Participant notice of the withholding amount within ten (10) business days after the Company determines such withholding liability amount. Not withstanding the foregoing, if Participant gives notice of exercise pursuant to Section 5(b) before receipt of a notice of withholding liability from the Company, then Participant shall not be required to delay receipt of certificate(s) for such previously-noticed exercise; however, Participant’s future right to give exercise according to Section 5(a) shall be conditioned upon of this Agreement, satisfaction of Participant’s obligations related to withholding liability provided in the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsADSA.

Manner of Exercise of Option. (a) The Employee Optionee may exercise any the Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board of Directors of the Company (the “Board”), in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's Optionee’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore, or (2) as the proceeds of a margin loan to the EmployeeOptionee; or (ii) agrees to pay the Exercise Price therefor therefore to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefortherefore. The Employee's Optionee’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee Optionee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Notwithstanding the forgoing, if a “broker cashless exercise” would be deemed an extension of credit for purposes of the Sxxxxxxx-Xxxxx Act of 2002 or violate any other law or regulation, Optionee may not exercise the Option in such manner. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee Optionee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 ten (10) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable by giving written notice to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either in cash or by a certified or bank cashier's ’s check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "“broker cashless exercise" ” procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's ’s notice of exercise and the Company's ’s confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's ’s receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's ’s written notice of exercise of the Option pursuant to a "“cashless exercise" ” procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee To the extent that the right to exercise the Option has accrued and is in effect, the Option may exercise any Option that is fully vested and exercisable be exercised in full or in part by giving written notice (including electronic notice as may be permitted or required by the Company pursuant to Section 17 hereof) to the Company stating the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased exercised and accompanied by payment in full of the Exercise Price for such Shares. Payment shall be either made (a) in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 order of the Securities Exchange Act Company, (b) at the discretion of 1934the Compensation Committee, and so long as amendedthere is no adverse tax or accounting impact to the Company, the Option may also be exercised by means delivery of a "broker cashless exercise" procedure approved in all respects in advance Shares owned by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares Participant having a fair market value equal in amount to the Exercise Price thereforexercise price of the Option being exercised and having been held by the Participant for at least six months, or (2c) as at the proceeds discretion of the Compensation Committee, by delivery of a margin loan properly executed exercise notice to the Employee; Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or (ii) agrees loan proceeds to pay the Exercise Price therefor exercise price, (d) at the discretion of the Compensation Committee, by a “net exercise” arrangement pursuant to which the Company in cash or acceptable cash equivalents upon will reduce the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having issued upon exercise by the largest whole number of Shares with a fair market value equal that does not exceed the aggregate exercise price, together with cash or other payment from the Participant to the Exercise Price therefor. The Employee's written notice extent of exercise any remaining balance of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and aggregate exercise price not satisfied by such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made reduction in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying whole Shares, or (e) at the Optiondiscretion of the Compensation Committee, that number by any combination of Shares having a fair market value (as determined in good faith by the Boarda), (b), (c) equal to the purchase price and (or portion thereofd) to be paid with such underlying Sharesabove. Upon such purchaseexercise, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or person exercising the person entitled to exercise the Option pursuant to Section 7)Option, not more than 10 thirty (30) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its common stock as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) . The Participant shall not have any of this Agreement, the rights of a stockholder of the Company may delay in respect of the issuance of Shares covered by the Option and the delivery of a certificate until one or more certificates for such Shares until one shall be delivered to him or her upon the due exercise of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsOption.

Manner of Exercise of Option. (a) The Employee Option may exercise any be exercised by delivery, via first class mail, fax or electronic mail of a Notice of Option that is fully vested Exercise and exercisable by giving written notice related forms to the Company stating the number of Shares (with respect to which shall not be less than 100, unless the total Shares which are vested and exercisable at such time Option is less than 100) to be purchased being exercised and accompanied by payment in full of the Total Exercise Price for such Shares. Payment shall be either Cost in cash or by a certified check, bank draft or bank cashier's check or checks money order payable to the order of the Company. At any time when Common Stock is registered under Section 12 To the extent permitted by law and applicable stock exchange regulations, the Employee may pay the exercise price of the Securities Exchange Act options using stock of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance Company held by the Board, in which Employee for at least six months and with a broker: (i) transmits the Exercise Price for any Shares Fair Market Value equal to the Company in cash or acceptable cash equivalents, either (1) against portion of the Employee's notice exercise price which Employee elects to pay through delivery of exercise and such stock. Prior to the consummation of the Company's confirmation that it will deliver Initial Public Offering and to the broker extent permitted by law and applicable stock certificates issued in exchange regulations, (a) subject to the name following sentence, during the 20 business day period immediately prior to the expiration of the broker for at least that exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (on not less than ten business days' prior written notice to the Company) to have the number of shares issued upon exercise of the options reduced (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforrequired tax withholding) to cover minimum required tax withholding (i.e., or the minimum federal and state statutory tax withholding amount, including payroll taxes) and (2b) as the proceeds of a margin loan subject to the Employee; following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (iion not less than ten business days' prior written notice to the Company) agrees to pay the Exercise Price therefor exercise price of the Shares subject to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that Option by reduction (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforportion of the exercise price to be satisfied by such cashless exercise) of the number of Shares otherwise issuable upon such exercise of the Option. The Upon receipt of Employee's written notice to the Company pursuant to clause (a) or clause (b) of exercise the preceding sentence, the Committee may, in its sole discretion, elect to extend the period of time during which the exercisable portion of the Option may be exercised for one or more Extension Periods (as defined below), in which case Employee's election to exercise all or any portion of such Options pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information clause (a) or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. clause (b) The Company of the preceding sentence shall at all times be rescinded and of no further force and effect, subject to subsequent revesting of Employee's right to make either such election during the term 20 business day period immediately prior to the expiration of any Extension Period (and subject to the Committee's right, in its sole discretion, to grant one or more additional Extension Periods). For purposes hereof, "Extension Period" means the 30 day period (or such longer period as the Committee may determine in its sole discretion) immediately following the expiration of the Option reserve and keep available such number relevant exercise period specified in Section 3(b) above (or, in the case of Shares as will be sufficient to satisfy any prior Extension Period, immediately following the requirements of the Optionexpiration thereof). (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. a. The Option may be exercised only by the Optionee (a) The Employee or other proper party in the event of death), subject to such administrative rules as the Board of Directors may exercise any Option that is fully vested and exercisable deem advisable, by giving delivering a written notice of exercise to the Company stating at its principal office. The notice shall state the number of Shares (shares as to which the Option is being exercised and shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price option price for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued shares designated in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefornotice. The Employee's written notice of exercise of the Option pursuant shall be deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of this Agreement. The Option may be exercised with respect to a "cashless exercise" procedure must include the name and address any number or all of the broker involvedshares as to which it can then be exercised and, a clear description if partially exercised, may be so exercised as to the unexercised shares any number of times during the exercise period as provided herein. b. Payment of the procedure, and such other information or undertaking option price by the broker as Optionee shall be in the form of cash, certified check or previously acquired shares of Common Stock of the Company, or any combination thereof; provided, however, that the Board or any Committee appointed by the Board to administer this Agreement may, in its sole discretion, limit the form of payment to cash or certified check and may exercise its discretion any time prior to the termination of this Option or upon any exercise of this Option by the Optionee. Any stock so tendered as part of such payment shall reasonably requirebe valued at its “fair market value” on the date of exercise. For purposes hereof, if such stock is then reported in the national market system or is listed upon an established exchange or exchanges, “fair market value” of the Common Stock per share shall be the highest closing price of such stock in such national market system or on such stock exchange or exchanges on the date the Option is exercised or, if no sale of such stock shall have occurred on that date, on the next preceding day on which there was a sale of stock. If payment such stock is not so reported in the national market system or listed upon an exchange, “fair market value” shall be the mean between the “bid” and “asked” prices quoted by a recognized specialist in the Common Stock of the Company on the date the Option is exercised, or if there are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are such quotes. If such stock is not publicly traded as of the date the Option is granted, the “fair market value” of the Common Stock shall be determined by the Board in its sole discretion by applying principles of valuation with respect to be made in whole the Option. As soon as practicable after the effective exercise of all or in any part in Shares underlying of the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares Optionee shall be made at recorded on the principal office stock transfer books of the Company as the owner of the shares purchased, and the Company shall deliver to the Employee (Optionee one or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice duly issued stock certificates evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee Option may exercise any be exercised by delivery, via first class mail, fax or electronic mail of a Notice of Option that is fully vested Exercise and exercisable by giving written notice related forms to the Company stating the number of Shares (with respect to which shall not be less than 100, unless the total Shares which are vested and exercisable at such time Option is less than 100) to be purchased being exercised and accompanied by payment in full of the Total Exercise Price for such Shares. Payment shall be either Cost in cash or by a certified check, bank draft or bank cashier's check or checks money order payable to the order of the Company. At any time when Common Stock is registered under Section 12 To the extent permitted by law and applicable stock exchange regulations, the Employee may pay the exercise price of the Securities Exchange Act options using stock of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance Company held by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker Employee for at least that six months and with a Fair Market Value equal to the portion of the exercise price which Employee elects to pay through delivery of such stock. Prior to the consummation of the Company’s Initial Public Offering and to the extent permitted by law and applicable stock exchange regulations, (a) subject to the following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (on not less than ten business days’ prior written notice to the Company) to have the number of shares issued upon exercise of the options reduced (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price thereforrequired tax withholding) to cover minimum required tax withholding (i.e., or the minimum federal and state statutory tax withholding amount, including payroll taxes) and (2b) as the proceeds of a margin loan subject to the Employee; following sentence, during the 20 business day period immediately prior to the expiration of the exercise period set forth in Section 3(b) above or any extension thereof pursuant to this Section 4, the Employee may elect (iion not less than ten business days’ prior written notice to the Company) agrees to pay the Exercise Price therefor exercise price of the Shares subject to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that Option by reduction (such reduction equal to a number of Shares having with a fair market value Fair Market Value equal to the Exercise Price therefor. The Employee's written notice of exercise portion of the Option pursuant exercise price to a "be satisfied by such cashless exercise" procedure must include the name and address ) of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying otherwise issuable upon such exercise of the Option, that number . Upon receipt of Shares having a fair market value (as determined in good faith by the Board) equal Employee’s written notice to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. clause (a) or clause (b) The Company shall at all times of the preceding sentence, the Committee may, in its sole discretion, elect to extend the period of time during which the term exercisable portion of the Option reserve and keep available may be exercised for one or more Extension Periods (as defined below), in which case Employee’s election to exercise all or any portion of such number of Shares as will be sufficient Options pursuant to satisfy the requirements clause (a) or clause (b) of the Option. preceding sentence shall be rescinded and of no further force and effect, subject to subsequent revesting of Employee’s right to make either such election during the 20 business day period immediately prior to the expiration of any Extension Period (cand subject to the Committee’s right, in its sole discretion, to grant one or more additional Extension Periods). For purposes hereof, “Extension Period” means the 30 day period (or such longer period as the Committee may determine in its sole discretion) Notwithstanding Section 5(a) of this Agreement, immediately following the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one expiration of the relevant exercise period specified in Section 3(b) above (or, in the case of any prior Extension Period, immediately following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsexpiration thereof).

Manner of Exercise of Option. a. The option may be exercised only by Optionee (a) The Employee or other proper party in the event of death), subject to the conditions of the Plan and subject to such other administrative rules as the Board of Directors may exercise any Option that is fully vested and exercisable deem advisable, by giving delivering a written notice of exercise to the Company stating at its principal office. The notice shall state the number of Shares (shares as to which the option is being exercised and shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) to be purchased and accompanied by payment in full of the Exercise Price option price for such Sharesall shares designated in the notice. Payment The exercise of the option shall be either deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of the Plan and this Agreement. The option may be exercised with respect to any number or all of the shares as to which it can then be exercised and, if partially exercised, may be so exercised as to the unexercised shares any number of times during the exercise period as provided herein. b. Payment of the option price by Optionee shall be in the form of cash, certified check or previously acquired shares of Common Stock of the Company, or any combination thereof; provided, however, that the Board or any Committee appointed by the Board to administer the Plan may, in its sole discretion, limit the form of payment to cash or by a certified or bank cashier's check or checks payable and may exercise its discretion any time prior to the Companytermination of this option or upon any exercise of this option by the Optionee. At Any stock so tendered as part of such payment shall be valued at its fair market value as provided in the Plan. As soon as practicable after the effective exercise of all or any time when Common Stock is registered under Section 12 part of the Securities Exchange Act of 1934, as amendedoption, the Option may also Optionee shall be exercised by means recorded on the stock transfer books of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalentsas the owner of the shares purchased, either (1) against the Employee's notice of exercise and the Company's confirmation that it will Company shall deliver to the broker Optionee one or more duly issued stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, evidencing such ownership. All requisite original issue or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board transfer documentary stamp taxes shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) equal to the purchase price (or portion thereof) to be paid with such underlying Shares. Upon such purchase, delivery of a certificate for paid-up, non-assessable Shares shall be made at the principal office of the Company to the Employee (or the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable option shall be exercised by giving written notice delivering to the Company stating Chief Financial Officer of the Corporation from time to time a signed statement of exercise specifying the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) shares to be purchased and accompanied by payment in full purchased, together with cash or a check to the order of the Exercise Price Corporation for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) an amount equal to the purchase price of such shares. In the discretion of the Committee, payment in full or in part may also be made by delivery of (i) irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or portion thereofloan proceeds to pay the exercise price, or (ii) previously owned shares of Stock not then subject to restrictions under any Corporation plan (but which may include shares the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), or (iii) shares of Stock otherwise receivable upon the exercise of such option provided, however, that in the event the Committee shall determine in any given instance that the exercise of such option by withholding shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Committee may require that such exercise be accomplished in another acceptable manner. For purposes of this Section 3, such surrendered shares shall be valued at the closing price of the Stock in the NASDAQ National Market System on the most recent trading day preceding the date of exercise on which sales of the Stock occurred. (b) The issuance of optioned shares shall be conditioned on the Optionee having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. The Corporation and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. The Committee in its discretion, but only upon the written request of the Optionee, may permit the Optionee to satisfy federal income tax withholding requirements occasioned by the exercise thereof by the surrender of shares otherwise to be paid with received on the exercise of such underlying Sharesoption. Upon For purposes of this subsection (b), such purchase, delivery of a certificate for paid-up, non-assessable Shares surrendered shares shall be made valued at the closing price of the Stock in the NASDAQ National Market System on the most recent trading day preceding the date of exercise on which sales of the Stock occurred. (c) Within twenty (20) days after such exercise of the option in whole or in part, the Corporation shall deliver to the Optionee, at the principal office of the Company Corporation, certificates for the number of shares with respect to which the Employee (or option shall be so exercised, issued in the person entitled to exercise Optionee's name, provided that, if the Option pursuant to Section 7), not more than 10 days from the date of receipt stock transfer books of the notice by Corporation are closed for the Companywhole or any part of said twenty (20) day period, then such period shall be extended accordingly. Each purchase of Stock hereunder shall be a separate and divisible transaction and a completed contract in and of itself. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Option. (c) Notwithstanding Section 5(a) of this Agreement, the Company may delay the issuance of Shares covered by the Option and the delivery of a certificate for such Shares until one of the following conditions is satisfied: (i) the Shares purchased pursuant to the Option are at the time of the issuance of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities laws.

Manner of Exercise of Option. (a) The Employee may exercise any Option that is fully vested and exercisable option shall be exercised by giving written notice delivering to the Company stating Chief Financial Officer of the Corporation from time to time a signed statement of exercise specifying the number of Shares (which shall not be less than 100, unless the total Shares which are vested and exercisable at such time is less than 100) shares to be purchased and accompanied by payment in full purchased, together with cash or a check to the order of the Exercise Price Corporation for such Shares. Payment shall be either in cash or by a certified or bank cashier's check or checks payable to the Company. At any time when Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Option may also be exercised by means of a "broker cashless exercise" procedure approved in all respects in advance by the Board, in which a broker: (i) transmits the Exercise Price for any Shares to the Company in cash or acceptable cash equivalents, either (1) against the Employee's notice of exercise and the Company's confirmation that it will deliver to the broker stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor, or (2) as the proceeds of a margin loan to the Employee; or (ii) agrees to pay the Exercise Price therefor to the Company in cash or acceptable cash equivalents upon the broker's receipt from the Company of stock certificates issued in the name of the broker for at least that number of Shares having a fair market value equal to the Exercise Price therefor. The Employee's written notice of exercise of the Option pursuant to a "cashless exercise" procedure must include the name and address of the broker involved, a clear description of the procedure, and such other information or undertaking by the broker as the Board shall reasonably require. If payment is to be made in whole or in part in Shares underlying the Option, the Employee shall direct the Company to subtract from the number of Shares underlying the Option, that number of Shares having a fair market value (as determined in good faith by the Board) an amount equal to the purchase price (of such shares. In the discretion of the Committee, payment in full or portion thereof) to in part may also be paid with such underlying Shares. Upon such purchase, made by delivery of (i) irrevocable instructions to a certificate broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the exercise price, or (ii) previously owned shares of Stock not then subject to restrictions under any Corporation plan (but which may include shares the disposition of which constitutes a disqualifying disposition for paid-uppurposes of obtaining incentive stock option treatment for federal tax purposes), non-assessable Shares or (iii) shares of Stock otherwise receivable upon the exercise of such option provided, however, that in the event the Committee shall determine in any given instance that the exercise of such option by withholding shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Committee may require that such exercise be accomplished in another acceptable manner. For purposes of this Section 3, such surrendered shares shall be made valued at the principal office closing price of the Company to Stock in the Employee (or NASDAQ Global Select Market on the person entitled to exercise the Option pursuant to Section 7), not more than 10 days from most recent trading day preceding the date of receipt exercise on which sales of the notice by the CompanyStock occurred. (b) The Company issuance of optioned shares shall at be conditioned on the Optionee having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all times during applicable tax withholding obligations. The Corporation and its Subsidiaries shall, to the term extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. The Committee in its discretion, but only upon the written request of the Option reserve and keep available such number of Shares as will be sufficient Optionee, may permit the Optionee to satisfy federal income tax withholding requirements occasioned by the requirements exercise thereof by the surrender of shares otherwise to be received on the exercise of such option. For purposes of this subsection (b), such surrendered shares shall be valued at the closing price of the OptionStock in the NASDAQ Global Select Market on the most recent trading day preceding the date of exercise on which sales of the Stock occurred. (c) Notwithstanding Section 5(aWithin twenty (20) days after such exercise of this Agreementthe option in whole or in part, the Company may delay Corporation shall cause the issuance of Shares covered by shares with respect to which the Option and option shall be so exercised to be issued in uncertificated form in the delivery of a certificate for such Shares until one Optionee's name, provided that, if the stock transfer books of the following conditions is satisfied: Corporation are closed for the whole or any part of said twenty (i20) the Shares purchased pursuant to the Option are at the time day period, then such period shall be extended accordingly. Each purchase of the issuance Stock hereunder shall be a separate and divisible transaction and a completed contract in and of such Shares effectively registered or qualified under applicable federal and state securities laws or (ii) such Shares are exempt from registration and qualification under applicable federal and state securities lawsitself.