Common use of Manner of Exercise of Option Clause in Contracts

Manner of Exercise of Option. (a) The Option shall be exercised by delivering to the Company from time to time a signed statement of exercise specifying the number of Shares to be purchased, together with cash or a check made payable to the order of the Company for an amount equal to the aggregate Option Price of such Shares. Payment in full or in part may also be made by delivery of (i) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the aggregate Option Price, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be accomplished in another acceptable manner, (iv) any other legal consideration that the Company may deem appropriate, or (v) any combination of the foregoing. For purposes of this Section 3, any such surrendered Shares shall be valued at the closing price of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (b) The issuance of optioned Shares shall be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. The Company 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 Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the 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 Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20) days after such exercise of the Option in whole or in part, the Company shall use commercially reasonable efforts to cause the Shares with respect to which the Option shall be so exercised to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or any part of said twenty (20) day period, then such period shall be extended accordingly. Each purchase of Shares hereunder shall be a separate and divisible transaction and a completed contract in and of itself.

Manner of Exercise of Option. (a) The 9.1 This Option shall be exercised only by delivering to the Option Holder (or the relevant Personal Representatives) serving a written notice upon the Company from time to time a signed statement of exercise specifying which:- (a) specifies the number of Ordinary Shares in respect of which the Option is exercised; and (b) is accompanied by payment (or, if permitted by the Company, an undertaking to be purchased, together with cash or a check made payable to the order make payment) of the Company for an amount equal to the aggregate product of the number of Ordinary Shares specified in the notice and the Exercise Price; and is otherwise in the form set out in Schedule 2 to this Share Option Price of Contract or such Shares. Payment other form as the Company may notify in full or in part may also be made by delivery of (i) irrevocable instructions to a broker to deliver promptly writing to the Option Holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company the amount receives a notice of sale or loan proceeds to pay the aggregate Option Price, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but exercise which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriatecomplies with Clause 9.1, the Company may require that shall transfer to the Option Holder such exercise be accomplished number of Ordinary Shares as is specified in another acceptable mannerthe notice. 9.3 Subject to Clause 10, (iv) as soon as reasonably practicable after issuing or procuring the transfer of any other legal consideration that Ordinary Shares pursuant to Clause 9.2, the Company may deem appropriate, shall: (a) procure the issue to the Option Holder of a definitive share certificate or (v) any combination such acknowledgement of shareholding as is prescribed from time to time in respect of the foregoing. For purposes of this Section 3, any such surrendered Ordinary Shares shall be valued at the closing price of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred.so allotted; and (b) (where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM), use its best endeavours to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The issuance Company may, if the Option Holder so requests, transfer some or all of optioned such Ordinary Shares to a nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be conditioned on vested in the Participant having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. Option Holder. 9.5 The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment transfer of any kind otherwise due Ordinary Shares pursuant to the Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the 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 an Option shall be valued at subject to the closing price Memorandum and Articles of Association of the Company’s Common Stock Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the New York Stock Exchange on responsibility of the most recent trading day preceding Option Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of exercise on which sales of the Shares occurredallotment or transfer. (c) Within twenty (20) days after such exercise of the Option in whole or in part, the Company shall use commercially reasonable efforts to cause the Shares with respect to which the Option shall be so exercised to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or any part of said twenty (20) day period, then such period shall be extended accordingly. Each purchase of Shares hereunder shall be a separate and divisible transaction and a completed contract in and of itself.

Manner of Exercise of Option. (a) The 9.1 This Option shall be exercised only by delivering to the Option Holder (or the relevant Personal Representatives) by serving a written notice upon the Company from time to time a signed statement of exercise specifying which:- 9.1.1 specifies the number of Ordinary Shares to be purchased, together with cash or a check made payable to in respect of which the order Option is exercised; and 9.1.2 is accompanied by payment of the Company for an amount equal to the aggregate product of the number of Ordinary Shares specified in the notice and the Exercise Price; and is otherwise in the form set out in the Schedule to this Share Option Price Contract or such other form as the Company may notify in writing to the Option holder. 9.2 Subject to Clause 10, within 30 days beginning with the date on which the Company receives a notice of exercise which complies with Clause 9.1, the Company shall transfer to the Option Holder such number of Ordinary Shares as is specified in the notice. 9.3 Subject to Clause 10, as soon as reasonably practicable after issuing or procuring the transfer of any Ordinary Shares pursuant to Clause 9.2, the Company shall: 9.3.1 procure the issue to the Option Holder of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time in respect of the Ordinary Shares so allotted; and 9.3.2 where Ordinary Shares are to be allotted and permission has been given for Ordinary Shares of the same class to be traded or dealt in on the London Stock Exchange or AIM, use its best endeavors to procure that the Ordinary Shares so allotted may be so traded or dealt in. 9.4 The Company may, if the Option Holder so requests, transfer some or all of such Shares. Payment in full or in part may also be made by delivery of (i) irrevocable instructions Ordinary Shares to a broker nominee of the Option Holder provided that beneficial ownership of such Ordinary Shares shall be vested in the Option Holder. 9.5 The transfer of any Ordinary Shares pursuant to deliver promptly to the Company the amount of sale or loan proceeds to pay the aggregate Option Price, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that an Option shall be subject to the Articles of the Company and to any necessary consents of any governmental or other authorities under any enactments or regulations from time to time in force and it shall be the event that, responsibility of the Option Holder to comply with any requirements to be fulfilled in any given instance, order to obtain or obviate the necessity of such consent. 9.6 All Ordinary Shares transferred pursuant to the exercise of an Option shall be held subject to the provisions of the Articles and shall rank equally in all respects with the Ordinary Shares for the time being in issue save as regards any rights attaching to such Ordinary Shares by reference to a record date prior to the date of allotment or transfer. 9.7 Notwithstanding any other provision of this Share Option by withholding Contract, Options shall not be exercised if the issuance of Ordinary Shares otherwise receivable upon such exercise would be unlawfulconstitute a violation of any applicable securities laws, unduly burdensome other laws or otherwise inappropriateregulations of any jurisdiction, or the rules of any applicable securities exchange. As a further condition to the exercise of any Option, and in addition to any other requirements set forth in this Share Option Contract, the Company may require that such exercise be accomplished in another acceptable manner, (iv) the Option Holder to make any other legal consideration that the Company may deem appropriaterepresentations or warranties, or (v) enter into any combination of the foregoing. For purposes of this Section 3other agreements, any such surrendered Shares shall be valued at the closing price of as requested by the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (b) The issuance of optioned Shares shall be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. The Company 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 Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the 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 Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20) days after such exercise of the Option in whole or in part, the Company shall use commercially reasonable efforts to cause the Shares with respect to which the Option shall be so exercised to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or any part of said twenty (20) day period, then such period shall be extended accordingly. Each purchase of Shares hereunder shall be a separate and divisible transaction and a completed contract in and of itself.

Manner of Exercise of Option. (a) The Option shall be exercised by delivering Grantee (or his heirs, executors or administrators), may exercise the option with respect to the Company from time to time a signed statement all or any part of exercise specifying the number of Option Shares to be purchased, together with cash or a check made payable to exercisable hereunder by giving the order Secretary of the Company for an amount equal written notice of exercise. The notice of exercise shall specify the number of Option Shares as to which the aggregate Option Price of such Shares. Payment in full or in part may also is to be made by delivery of (i) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the aggregate Option Price, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be accomplished in another acceptable manner, (iv) any other legal consideration that the Company may deem appropriate, or (v) any combination of the foregoing. For purposes of this Section 3, any such surrendered Shares shall be valued at the closing price of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding exercised and the date of exercise on thereof, which sales date shall be at least five (5) days after the giving of the Shares occurredsuch notice unless an earlier time shall have been mutually agreed upon. (b) The issuance Notice of optioned Shares exercise of the Option shall be conditioned on accompanied by a written statement, signed by the Participant having either Grantee (i) paidor his heirs, executors or (ii) made provisions administrators), and in form satisfactory to the Committee Company, that the shares are being purchased for the payment ofGrantee's own account, all applicable tax withholding obligationsfor investment and not with a view to distribution, and that the Grantee has no present intention of dividing his interest in the shares with others or of reselling or otherwise disposing of the shares. The Company certificates for Option Shares issued without registration with the Securities and Exchange Commission shall bear a legend substantially in the following form: "The Securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state securities laws (the "State Acts"), and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Corporation of a favorable opinion of its Subsidiaries shallcounsel and/or the submission to the Corporation of such other evidence as may by satisfactory to counsel for the Corporation, to the extent permitted by law, have the right to deduct effect that any such taxes from any payment of any kind otherwise due to the Participant. In addition, the Company transfer shall not be in its discretion, but only upon the written request violation of the Participant, may permit Act or the Participant to satisfy any State Acts." Such statement and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the exercise thereof by the surrender of Shares otherwise to legend shall not 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 Company’s Common Stock required in the New York Stock event the Option Shares are registered with the Securities and Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurredCommission. (c) Within twenty (20) days after such exercise Full payment in U.S. dollars of the Exercise Price for the Option Shares purchased shall be made in whole cash or by certified or bank cashier's check, on or before the exercise date specified in partthe notice of exercise. (d) on the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, the Company shall use commercially reasonable efforts cause to cause be delivered to the Shares with respect to which Grantee a certificate or certificates registered in the name of the Grantee for the Option Shares then being purchased, upon full payment for such Option Shares. in addition to the legend provided for in Section 3(b) hereof, if required, said certificates shall be so exercised subject to the same restrictions and shall bear the same legends as other shares of the Stock would be subject to and bear if issued on the same date. (e) if the Grantee fails to pay for any of the Option Shares specified in such notice on or before the date specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of exercise shall be deemed the date of exercise of the option, provided that payment in full for the Option Shares to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or any part of said twenty (20) day period, then purchased upon such period exercise shall be extended accordingly. Each purchase of Shares hereunder shall be a separate and divisible transaction and a completed contract in and of itselfhave been received by such date.

Manner of Exercise of Option. (a) The Option option shall be exercised by delivering to the Company Chief Financial Officer of the Corporation from time to time a signed statement of exercise specifying the number of Shares shares to be purchased, together with cash or a check made payable to the order of the Company Corporation for an amount equal to the aggregate Option Price purchase price of such Sharesshares. Payment 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 Company Corporation the amount of sale or loan proceeds to pay the aggregate Option Priceexercise price, or (ii) previously owned Shares shares of Stock not then subject to restrictions under any Company Corporation plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), or (iii) Shares shares of Stock otherwise receivable upon the exercise of this Option, such option (which will constitute a disqualifying disposition of such shares for federal tax purposes) provided, however, that in the event that, the Committee shall determine in any given instance, instance that the exercise of this Option such option by withholding Shares shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company Committee may require that such exercise be accomplished in another acceptable manner, (iv) any other legal consideration that the Company may deem appropriate, or (v) any combination of the foregoing. For purposes of this Section 3, any such surrendered Shares shares shall be valued at the closing price of the Company’s Common Stock on in the New York Stock Exchange NASDAQ Global Market on the most recent trading day preceding the date of exercise on which sales of the Shares Stock occurred. (b) . The issuance of optioned Shares shares shall be conditioned on the Participant Optionee having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations, if any. The Company 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 Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the 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 Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20) days after such exercise of the Option option in whole or in part, the Company Corporation shall use commercially reasonable efforts to cause the Shares shares with respect to which the Option option shall be so exercised to be issued in uncertificated form form, in the Participant’s Optionee's name, provided that, if the stock transfer books of the Company Corporation are closed for the whole or any part of said twenty (20) day period, then such period shall be extended accordingly. Each purchase of Shares Stock hereunder shall be a separate and divisible transaction and a completed contract in and of itself.

Manner of Exercise of Option. (a) The To the extent that the right to exercise an Option shall is then in effect, such Option may be exercised in full or in part by delivering giving written notice to the Company from time to time a signed statement of exercise specifying stating the number of Shares to be purchased, together with cash or a check made payable to exercised and accompanied by payment in full for the order of the Company for an amount equal to the aggregate Option Purchase Price of such Shares. Payment in full or in part may also be made by delivery made, at the election of the Employee, (i) irrevocable instructions in cash (or by authorizing a third party to sell all or a broker to deliver promptly portion of the Shares being purchased on the condition that an appropriate portion of such sale proceeds are remitted to the Company the amount of sale or loan proceeds to pay the aggregate Option PriceCompany), or or (ii) previously owned Shares not then subject by check payable to restrictions under any Company plan the Company, or (but which may include iii) in shares of Common Stock (having a Fair Market Value on the disposition date of which constitutes a disqualifying disposition for purposes payment equal to that portion of obtaining incentive stock option treatment for federal tax purposesthe Purchase Price being paid in such shares), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be accomplished in another acceptable manner, or (iv) any other legal consideration that by a promissory note of the Employee payable to the Company may deem appropriate(having the terms set forth in Section 4(d) below), or or (v) any a combination of the foregoing, or (vi) in such other form of consideration as the Board of Directors of the Company may, in its sole discretion, agree; provided that, if at the time of exercise such Option (or a portion of such Option) is a Non-Qualified Stock Option then Employee shall be required to pay to the Company an amount of cash at least equal to the Company's obligation to withhold for federal and state income taxes. For purposes Upon such exercise, delivery of this Section 3a certificate for paid-up, any such surrendered non-assessable Shares shall be valued made to the Employee at the closing price principal office of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding Company not more than thirty (30) days from the date of exercise on which sales receipt of the Shares occurrednotice by the Company. (b) The issuance Company shall at all times during the term of optioned each Option reserve and keep available such number of Shares shall of its Common Stock as will be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. The Company 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 Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant sufficient to satisfy any and all applicable federal, state, local and foreign income tax withholding the requirements (including Participant’s FICA or employment tax obligations) occasioned by the 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 Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20Notwithstanding the provision of Section 4(a) days after such exercise of the Option in whole or in partthis Agreement, the Company may delay the issuance of Shares covered by the exercise of an Option and the delivery of a certificate for such Shares until one of the following conditions shall use commercially reasonable efforts to cause the be satisfied: (i) The Shares with respect to which such Option has been exercised are at the Option time of the issue thereof effectively registered or qualified under applicable federal and state securities 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 acts now in force or as hereafter amended. The Company shall use its best efforts to obtain a favorable opinion to the foregoing effect. (d) Any promissory delivered by the Employee shall be so exercised due and payable as to be issued in uncertificated form in principal on the Participant’s name, provided that, if the stock transfer books third anniversary of the Company are closed for date of the whole or any part of said twenty (20) day periodnote, then such period and shall be extended accordingly. Each purchase payable as to interest on a monthly basis at a rate per annum equal to the "applicable federal rate" as then in effect for notes of Shares hereunder shall be a separate like duration and divisible transaction and a completed contract in and terms of itselfpayment.

Manner of Exercise of Option. (a) The To the extent that the right to exercise an Option shall is then in effect, such Option may be exercised in full or in part by delivering giving written notice to the Company from time to time a signed statement of exercise specifying stating the number of Shares to be purchased, together with cash or a check made payable to exercised and accompanied by payment in full for the order of the Company for an amount equal to the aggregate Option Purchase Price of such Shares. Payment in full or in part may also be made by delivery made, at the election of the Employee, (i) irrevocable instructions in cash (or by authorizing a third party to sell all or a broker to deliver promptly portion of the Shares being purchased on the condition that an appropriate portion of such sale proceeds are remitted to the Company the amount of sale or loan proceeds to pay the aggregate Option PriceCompany), or or (ii) previously owned Shares not then subject by check payable to restrictions under any Company plan the Company, or (but which may include iii) in shares of Common Stock (having a Fair Market Value on the disposition date of which constitutes a disqualifying disposition for purposes payment equal to that portion of obtaining incentive stock option treatment for federal tax purposesthe Purchase Price being paid in such shares), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be accomplished in another acceptable manner, or (iv) any other legal consideration that by a promissory note of the Employee payable to the Company may deem appropriate(having the terms set forth in Section 4(d) below), or or (v) any a combination of the foregoing, or (vi) in such other form of consideration as the Board of Directors of the Company may, in its sole discretion, agree; provided that, if at the time of exercise such Option (or a portion of such Option) is a Non-Qualified Stock Option then Employee shall be required to pay to the Company an amount of cash at least equal to the Company's obligation to withhold for federal and state income taxes. For purposes Upon such exercise, delivery of this Section 3a certificate for paid-up, any such surrendered non-assessable Shares shall be valued made to the Employee at the closing price principal office of the Company’s Common Stock on the New York Stock Exchange on the most recent trading day preceding Company not more than thirty (30) days from the date of exercise on which sales receipt of the Shares occurrednotice by the Company. (b) The issuance Company shall at all times during the term of optioned each Option reserve and keep available such number of Shares shall of its Common Stock as will be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. The Company 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 Participant. In addition, the Company in its discretion, but only upon the written request of the Participant, may permit the Participant sufficient to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the exercise thereof by the surrender of Shares otherwise to be received on the exercise require ments of such Option. For purposes of this subsection (b), such surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurred. (c) Within twenty (20Notwithstanding the provision of Section 4(a) days after such exercise of the Option in whole or in partthis Agreement, the Company may delay the issuance of Shares covered by the exercise of an Option and the delivery of a certificate for such Shares until one of the following conditions shall use commercially reasonable efforts to cause the be satisfied: (i) The Shares with respect to which such Option has been exercised are at the Option time of the issue thereof effectively registered or qualified under applicable federal and state securities 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 acts now in force or as hereafter amended. The Company shall use its best efforts to obtain a favorable opinion to the foregoing effect. (d) Any promissory delivered by the Employee shall be so exercised due and payable as to be issued in uncertificated form in principal on the Participant’s name, provided that, if the stock transfer books third anniversary of the Company are closed for date of the whole or any part of said twenty (20) day periodnote, then such period and shall be extended accordingly. Each purchase payable as to interest on a monthly basis at a rate per annum equal to the "applicable federal rate" as then in effect for notes of Shares hereunder shall be a separate like duration and divisible transaction and a completed contract in and terms of itselfpayment.

Manner of Exercise of Option. (a) The To the extent that the right to purchase shares has accrued and is in effect pursuant to a vested Option shall in accordance with the terms hereof, the number of available Shares may be exercised purchased in full (or in part) on or after the fifth anniversary date hereof by delivering giving written notice to the Company from time to time a signed statement of exercise specifying stating the number of Shares to be purchased, together with cash or a check made payable to the order of the Company purchased and accompanied by payment in full for an amount equal to the aggregate Option Price of such Shares. Payment shall be either wholly in full cash or in part may also be made by a certified or bank cashier's check or money order payable to the Company. Upon such purchase, delivery of (i) irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the aggregate Option Pricecertificate for paid-up, or (ii) previously owned Shares not then subject to restrictions under any Company plan (but which may include shares of Common Stock the disposition of which constitutes a disqualifying disposition for purposes of obtaining incentive stock option treatment for federal tax purposes), (iii) Shares otherwise receivable upon the exercise of this Option, provided, however, that in the event that, in any given instance, the exercise of this Option by withholding Shares otherwise receivable would be unlawful, unduly burdensome or otherwise inappropriate, the Company may require that such exercise be accomplished in another acceptable manner, (iv) any other legal consideration that the Company may deem appropriate, or (v) any combination of the foregoing. For purposes of this Section 3, any such surrendered non-assessable Shares shall be valued made at the closing price principal office of the Company’s Common Stock on Company to the New York Stock Exchange on person exercising the most recent trading day preceding the date of exercise on which sales of the Shares occurredOption. (b) The issuance Company shall at all times during the term of optioned 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. The Employee shall not have any of the rights of a shareholder of the Company in respect of the Shares until one or more certificates for such Shares shall be conditioned on the Participant having either (i) paid, or (ii) made provisions satisfactory delivered to the Committee for the payment of, all applicable tax withholding obligations. The Company 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 Participant. In addition, the Company in its discretion, but only Employee upon the written request of the Participant, may permit the Participant to satisfy any and all applicable federal, state, local and foreign income tax withholding requirements (including Participant’s FICA or employment tax obligations) occasioned by the exercise thereof by the surrender purchase of Shares otherwise pursuant to be received on the exercise of such Option. For purposes of a vested Option in accordance with this subsection (b), such surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of exercise on which sales of the Shares occurredAgreement. (c) Within twenty (20Notwithstanding the provision of Section 5(a) days after such exercise of the Option in whole or in partthis Agreement, the Company may delay the issuance of Shares covered by the vesting of this option and the delivery of a certificate for such Shares until notice of the following conditions shall be satisfied: (i) The Shares purchase pursuant to a Vested Option are at the time of the issuance of such Shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or (ii) Counsel for the Company shall have given an opinion, which opinion shall not be unreasonable conditioned or withheld, that such Shares are exempt from registration and qualification under applicable federal and state securities acts now in force or as hereafter amended. (iii) The Company shall use commercially reasonable its best efforts to cause promptly meet the Shares with respect to which the Option shall be so exercised to be issued in uncertificated form in the Participant’s name, provided that, if the stock transfer books of the Company are closed for the whole or any part of said twenty condition under items (20i) day period, then such period shall be extended accordingly. Each purchase of Shares hereunder shall be a separate and divisible transaction and a completed contract in and of itself(ii) above.