Common use of Manner of Exercise, Payment of Purchase Price Clause in Contracts

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the Plan, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, the Optionee shall, not less than seven (7) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven (7) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof, the certificate or certificates representing the Shares purchased shall be issued in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, the Optionee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option Award shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Award and shall specify (i) the total number of Option Shares and specify (ii) the number of ISO Shares and NQO Shares sought to be purchasedexercised pursuant to the notice. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. If the limitations specified in paragraph 3(d) above prevent Employee from being able to exercise the Award for the number of ISO Shares specified in the notice, the Company shall promptly notify Employee in writing of the number of ISO Shares that are available, and the remaining portion of the Award subject to the exercise notice shall be a Non-Qualified Option. At any time while this Award remains exercisable, the Company shall, within five business days of the receipt of a request from the Employee, provide Employee with a calculation of the number of Option Shares that are eligible for Incentive Stock Option treatment. (b) The notice of exercise shall be accompanied by the full payment of the purchase price for the Option Shares in cash by certified check or bank cashiers check or through satisfactory arrangements for payment by a broker representing Employee in the sale of some or all of the Option Shares. Subject to be purchased. The approval of an authorized Committee of the Board of Directors (the "Committee"), payment of the purchase price may be paid in any form permitted accomplished by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding surrender of stock certificates representing Shares which otherwise would be acquired on exercise having that (i) have an aggregate Fair Market Value at fair market value on the time date of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, Option Shares and (ii) have not been acquired from the Optionee shall, not less than seven Company within six (76) days months prior to the date of the notice of exercise, give written notice to the Secretary or by a combination of the Company requesting approval of cash and such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven (7) days of its receipt of the requestShares. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereofparagraph 11, the a certificate or certificates representing the Option Shares purchased exercised shall be issued registered in the name of the person or persons so exercising the OptionAward. If In the Option event the Award shall be exercised pursuant to paragraph 7, by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the any person or persons exercising other than Employee, such notice shall be accompanied by appropriate proof satisfactory to the OptionCompany of the right of such person or persons to exercise the Award. All Shares that shall be purchased upon the issued as a result of an exercise of the Option Award as provided herein shall be fully paid and nonassessablenon-assessable. (d) The payment of withholding tax liability by Employee shall be a condition precedent to the Company's obligation to issue any certificates for Shares resulting from an exercise of the Award.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxesCompany. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, the Optionee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee Company shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares ------------ purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by the delivery of written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify setting forth the number of Shares shares of Common Stock with respect to which the Option is to be purchasedexercised and the date of exercise thereof which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by the full payment of the purchase price for the Shares to be purchasedShares. The purchase price may be paid by (1) cash, check, bank draft, or money order payable to the order of the Company, (2) Common Stock (including Restricted Stock (as defined in the Plan)) owned by Employee on the date of exercise, and/or (3) in any other form permitted by of valid consideration as provided in the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee Employee wishes to pay all or any portion of the purchase price in any form other than cash or certified fundsby delivering shares of Common Stock, the Optionee Employee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary or Assistant Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee (as defined in the Plan) shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. The failure of the Committee to respond to the request within the time period required shall be deemed an approval of Employee’s proposed payment method. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof11, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Employee and, if the Optionee Employee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Employee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof, by any person or persons other than Employee, such notice shall be accompanied by appropriate proof satisfactory to the Company of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by the delivery of written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify setting forth the number of Shares shares of Common Stock with respect to which the Option is to be purchasedexercised and the date of exercise thereof which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by the full payment of the purchase price for the Shares to be purchasedShares. The purchase price may be paid by (1) cash, check, bank draft, or money order payable to the order of the Company, (2) Common Stock (including Restricted Stock (as defined in the Plan)) owned by Employee on the date of exercise, and/or (3) in any other form permitted by of valid consideration as provided in the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee Employee wishes to pay all or any portion of the purchase price in any form other than cash or certified fundsby delivering shares of Common Stock, the Optionee Employee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary or Assistant Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee (as defined in the Plan) shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. The failure of the Committee to respond to the request within the time period required shall be deemed an approval of Employee's proposed payment method. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof11, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Employee and, if the Optionee Employee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Employee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof, by any person or persons other than Employee, such notice shall be accompanied by appropriate proof satisfactory to the Company of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchasedpurchased shall be made within five (5) business days following the date of delivery of the note of exercise. The purchase price may be paid (i) in any form permitted cash or by certified check or bank check, (ii) with the consent of the Committee, by delivery of a promissory note in favor of the Company upon such terms and conditions as determined by the Plan. Subject to prior approval Committee, (iii) with the consent of the Committee, by tendering previously acquired Shares (valued at their Fair Market Value, as determined by the Committee in its discretionas of the date of tender), or (iv) with the purchase price consent of the Committee, any combination of (i), (ii) and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes(iii). In the event the Optionee wishes to pay all or any portion of the purchase price by any of the methods set forth in any form other than cash (ii), (iii) or certified funds(iv) of the preceding sentence, the Optionee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify (to the extent consistent with the above options) the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereofand the Optionee's designation, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the entity, person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee and another person as joint tenants with right of survivorshipor its designee(s), and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by the delivery of written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify setting forth the number of Shares shares of Common Stock with respect to which the Option is to be purchasedexercised and the date of exercise thereof which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Such notice of exercise shall be signed by the Optionee Director and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by the full payment of the purchase price for the Shares to be purchasedShares. The purchase price may be paid by (i) cash, check, bank draft, or money order payable to the order of the Company, (ii) Common Stock (including Restricted Stock (as defined in the Plan)) owned by Director on the date of exercise, and/or (iii) in any other form permitted by of valid consideration as provided in the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee Director wishes to pay all or any portion of the purchase price in any form other than cash or certified fundsby delivering shares of Common Stock, the Optionee Director shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Assistant Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee (as defined in the Plan) shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. The failure of the Committee to respond to the request within the time period required shall be deemed an approval of Director's proposed payment method. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof11, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Director and, if the Optionee Director shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Director and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than Director, pursuant to Paragraph 7 hereof or otherwise, such notice shall be accompanied by appropriate proof satisfactory to the Company of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted cash or certified funds, by cashless exercise (deducting from the Plan. Subject number of Shares to prior approval by be delivered upon exercise of the Committee in its discretion, Option the number of Shares having a Fair Market Value equal to the purchase price and any applicable taxes required to be withheld of the Shares purchased upon exercise of the Option), by the surrender (or deemed surrender) of stock certificates representing Common Stock or of other securities of the Company may be paid or a Subsidiary already owned by withholding Shares which otherwise would be acquired on exercise Employee having an aggregate Fair Market Value at on the time date of exercise equal to the total purchase price plus of the Shares, or by a combination of any such applicable taxesof the methods described above. In the event the Optionee Employee wishes to pay all or any portion of the purchase price in by any form other than cash or certified fundsof the above methods, the Optionee Employee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify (to the extent consistent with the above options) the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Employee and, if the Optionee Employee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Employee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted cash or certified funds, by cashless exercise (deducting from the Plan. Subject number of Shares to prior approval by be delivered upon exercise of the Committee in its discretion, Option the number of Shares having a Fair Market Value equal to the purchase price and any applicable taxes required to be withheld of the Shares purchased upon exercise of the Option), by the surrender (or deemed surrender) of stock certificates representing Stock or of other securities of the Company may be paid or a Subsidiary already owned by withholding Shares which otherwise would be acquired on exercise Employee having an aggregate Fair Market Value at on the time date of exercise equal to the total purchase price plus of the Shares, or by a combination of any such applicable taxesof the methods described above; provided, however, that the Committee may limit the availability of the above methods of payment (other than the cash or certified funds method) in its sole discretion. In the event the Optionee Employee wishes to pay all or any portion of the purchase price in by any form other than cash or certified fundsof the above methods, the Optionee Employee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify (to the extent consistent with the above options) the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Employee and, if the Optionee Employee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Employee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted cash or certified funds, by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by surrender (or deemed surrender) of stock certificates representing Common Stock or of other securities of the Company may be paid or a Subsidiary already owned by withholding Shares which otherwise would be acquired on exercise Employee having an aggregate Fair Market Value at on the time date of exercise equal to the total purchase price plus of the Shares, or by a combination of any such applicable taxesof the methods described above; provided, however, that the Committee may limit the availability of the above methods of payment (other than the cash or certified funds method) in its sole discretion. In the event the Optionee Employee wishes to pay all or any portion of the purchase price in by any form of the above methods other than cash or certified funds, the Optionee Employee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, method and setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify (to the extent consistent with the above options) the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee Employee and, if the Optionee Employee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee Employee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) A. Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and shall specify the number of Option Shares sought to be purchasedpurchased pursuant to the notice including whether such Option Shares are ISO Shares or NQSO Shares. Such notice of exercise shall be signed by the Optionee Employee and shall be irrevocable when given. (b) B. The notice of exercise shall be accompanied by the full payment of the purchase price for the Option Shares to be purchasedpurchased in cash, by certified or bank cashiers check, or through satisfactory arrangements for payment by a broker representing Employee in the sale of some or all of the Option Shares. The Subject to approval of the Committee, payment of the purchase price may be paid in any form permitted accomplished by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price surrender of stock certificates representing Shares held for a period of not less than six months and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at fair market value on the time date of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than Option Shares to be purchased, or by a combination of cash or certified funds, the Optionee shall, not less than seven (7) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of and such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven (7) days of its receipt of the requestShares. (c) C. Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereofparagraph 11, the a certificate or certificates representing the Option Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If In the event the Option shall be exercised pursuant to paragraph 7 by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the any person or persons exercising other than Employee, such notice shall be accompanied by appropriate proof satisfactory to the Company of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the issued as a result of an exercise of the an Option as provided herein shall be fully paid and nonassessablenon-assessable. D. The payment of withholding tax liability by Employee shall be a condition precedent to the Company’s obligation to issue any certificates for Shares resulting from an exercise of an Option.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee Op6onee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, the Optionee shall, not less than seven fourteen (714) days prior to the date of exercise, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Manner of Exercise, Payment of Purchase Price. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option shall be exercised by written notice to the Company at its principal office. Such notice shall state the election to exercise the Option and specify the number of Shares to be purchased. Such notice of exercise shall be signed by the Optionee and shall be irrevocable when given. (b) The notice of exercise shall be accompanied by full payment of the purchase price for the Shares to be purchased. The purchase price may be paid in any form permitted by the Plan. Subject to prior approval by the Committee in its discretion, the purchase price and any applicable taxes required to be withheld by the Company may be paid by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total purchase price plus any such applicable taxes. In the event the Optionee wishes to pay all or any portion of the purchase price in any form other than cash or certified funds, the Optionee shall, not less than seven (7) days prior to the date of exercise, termination or expiration of this Option, give written notice to the Secretary of the Company requesting approval of such payment method, setting forth the particulars of the proposed payment method. The Committee shall approve, disapprove or modify the proposed payment method within seven fourteen (714) days of its receipt of the request. Nothing is this Section 4(b) shall be deemed to extend the term of this Option. (c) Upon receipt of the purchase price, and subject to the terms of Paragraph 9 hereof10, the certificate or certificates representing the Shares purchased shall be issued registered in the stock records of the Company in the name of the person or persons so exercising the Option. If the Option shall be exercised by the Optionee and, if the Optionee shall so request in the notice exercising the Option, the Shares shall be issued registered in the name of the Optionee and another person as joint tenants with right of survivorship, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.