Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or cash, by check check, or by a combination thereofthereof or through tender of previously owned Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto)) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; (i) Full payment (in cash or cash, by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised or exercised, (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company Laureate pursuant to clause (i) of this subsection (b), or (iii) a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator; (i) Full payment (in cash or cash, by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; exercised or (ii) solely to the extent permitted by the Administrator in a manner that is compliant with the event that terms of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Plan, (e) or (f) above, notice in writing indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. (e) At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Option. Without limiting The Company may require the generality Optionee to make a cash payment to cover any withholding tax obligation as a condition of exercise of the foregoing, the Committee may require an opinion Option or issuance of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares upon exercise.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her the Secretary's office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2the Plan: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;; and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such Option or portion thereof is exercised or exercised; or (ii) indication that Shares of any class of the Company's stock owned by the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee duly endorsed for transfer to the Company pursuant with a fair market value on the date of delivery equal to clause (i) the aggregate Option price of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation Shares with respect to which such Option or portion thereof is thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iiiv) solely Any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing subsections (i), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”ii), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations(iii); and (ec) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; exercised or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, The Option or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Board; and (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option option or portion thereof is exercised or exercised, which payment shall be (i) in cash, (ii) indication that through the Optionee elects to have the number delivery of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired owned by the Optionee for his own accountat least six months, duly endorsed for investment transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iii) subject to the timing requirements of Section 5.3 of the Plan, through any combination of the consideration provided in the foregoing subparagraphs (i) or (ii); and (c) Such representations and without any present intention documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”)amended, and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars; (d) Full payment to the Company (or other employer corporation) of all amounts which under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, the Company may permit the ----------------- Optionee, upon delivery of a written election to the Secretary of the Company (or to such other person who may be designated by the Board) to elect to have the Company withhold shares of Common Stock otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her agent, which date shall not be later than three (3) business days following the date on which the Option is exercised, in the event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) indication notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercisedexercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this the Option shall may bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may Each exercise of the Option shall be exercised solely by delivering means of a written notice of exercise delivered to the Secretary or his or her office or designee all Company, specifying the number of shares to be purchased and accompanied by payment to the Company of the following prior full purchased price of the shares to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; be purchased solely (i) Full payment (in cash or by check or by a combination thereof) for payable to the shares with respect to which such Option or portion thereof is exercised or order of the Company, (ii) indication that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”)Company already owned by, and then applicable rules and regulations thereunderin the possession of, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof valued at their fair market value, as determined in accordance with Section 4, or (iii) (x) by a promissory note made by Optionee in favor of the right Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a "cashless exercise," in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the exercise price of this Option shall be valued at their fair market value determined (in accordance with Section 4 hereof) on the date of exercise (or if such person or persons to exercise the option. Without limiting the generality date is not a business day, as of the foregoing, close of the Committee business day immediately preceding such date). This Option may require an opinion not be exercised for a fraction of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, a share and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on no partial exercise of this Option shall bear an appropriate legend referring may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the provisions extent permitted by the Committee or by the terms of subsection (d) above and this Agreement, Optionee's spouse if such spouse obtained the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued Option pursuant to such exercise have been registered under a qualified domestic relations ordered as defined by the ActCode of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder ("Qualified Domestic Relations Order"); and such registration is then effective in respect (iii) after the Optionee's death by his or her transferees by will or the laws of such sharesdescent or distribution.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee Company at the addresses set out in Schedule C all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash by wire transfer, if the Optionee so elects in the notice of exercise through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicable law or other form of payment if agreed by check or by a combination thereofthe Company) of the Exercise Price for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (ic) Full payment (in cash by wire transfer or, if vested Options are being exercised during the exercise periods specified in any of Sections 3.2(b), (e) or (f), as applicable, or if otherwise so agreed by check or by a combination thereofthe Company, through the withholding of Shares in the same manner as provided in Section 4.3(b) above) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderthereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act Act, if applicable and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it it, to the extent required under Section 3 of the Management Stockholder’s Agreement, to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the ActAct or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the ActAct and/or other applicable laws, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary General Counsel of the Company or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event At any time that the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Common Stock is not publicly traded on an established securities market, (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal federal, provincial or state securities laws or regulations; (d) Full payment to the Company (in cash or by check or by a combination thereof) of all amounts which, under applicable law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act. If the Optionee is a resident of the United States, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, The Option or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Board; and (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option option or portion thereof is exercised or exercised, which payment shall be (i) in cash, (ii) indication that through the Optionee elects to have the number delivery of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired owned by the Optionee for his own accountat least six months, duly endorsed for investment transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iii) subject to the timing requirements of Section 5.3 of the Plan, through any combination of the consideration provided in the foregoing subparagraphs (i) or (ii); and (c) Such representations and without any present intention documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”)amended, and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars; (d) Full payment to the Company (or other employer corporation) of all amounts which under federal, state or local tax law, it is required to withhold upon exercise of the Option; PROVIDED, HOWEVER, the Company may permit the Optionee, upon delivery of a written election to the Secretary of the Company (or to such other person who may be designated by the Board) to elect to have the Company withhold shares of Common Stock otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.24: (ai) An exercise notice in substantially in the form attached as Exhibit B to the Grant Notice in writing (or such other form as is prescribed by the Administrator, which may be an electronic form) (the “Exercise Notice”) signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice Exercise Notice complying with all applicable rules established by the Committee;Administrator; and (iii) Full Subject to Section 5(f) of the Plan, full payment (in cash or by check or by a combination thereof) for the shares Shares with respect to which such the Option or portion thereof is exercised by: (A) Cash, wire transfer of immediately available funds or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued check, payable to the Optionee reduced by a number order of Shares having an equivalent the Company; or (B) With the consent of the Administrator, surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value to on the payment that would date of exercise; or (C) If the Company is a Publicly Listed Company, unless the Administrator otherwise be made determines, through the (A) delivery of an irrevocable and unconditional undertaking by Optionee a broker acceptable to the Company pursuant to clause deliver promptly to the Company sufficient funds to pay the exercise price, or (iB) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price, provided in either case, that such amount is paid to the Company at such time as may be required by the Administrator; or (D) With the consent of the Administrator, any other form of payment permitted under Section 5(f) of this subsection (b);the Plan; or (iE) Full Any combination of the above permitted forms of payment; and (iii) Subject to Section 9(e) of the Plan, full payment (for any applicable withholding taxes in cash cash, by wire transfer of immediately available funds or by check or in any form of consideration permitted by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to Administrator for the payment that would otherwise be made by Optionee to of the Company exercise price pursuant to clause (iSection 3(c)(ii) of this subsection (c); (dabove or pursuant to Section 3(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulationsbelow; and (eiv) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3(b) by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option(a) Subject to the foregoing, or any exercisable portion thereof, the Option may be exercised solely in whole or in part from time to time by serving written notice of exercise on the Company at its principal office within the Option period. The notice shall state the number of Shares as to which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price for all shares designated in the notice. Payment of the exercise price shall be made (i) in cash (including bank check, personal check or money order payable to the Company), (ii) with the approval of the Company (which may be given in its sole discretion), by delivering to the Secretary or his or her office or designee Company for cancellation shares of the Company’s Common Stock already owned by the Option Holder having a Fair Market Value (as defined in the Plan) as of the date of exercise equal to the full Option Exercise Price for all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee Shares being acquired or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercisedbeing paid by tendering such shares, such notice complying (iii) with all applicable the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules established and regulations promulgated thereunder, by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee delivering to the Company the full Option Exercise Price for all of the Shares being acquired in a combination of cash and Option Holder’s full recourse liability promissory note with a principal amount not to exceed eighty percent (80%) of the exercise price and a term not to exceed five (5) years, which promissory note shall provide for interest on the unpaid balance thereof which at all times is not less than the minimum rate required to avoid the imputation of income, original issue discount or a below-market rate loan pursuant to clause (i) Sections 483, 1274 or 7872 of this subsection (b); (i) Full payment (in cash the Code or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; any successor provisions thereto or (iiiv) solely with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder, (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee delivering to the Company pursuant to clause (i) a combination of this subsection (c); (d) A bona fide written representation cash, the Option Holder’s promissory note and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are with an aggregate Fair Market Value and a principal amount equal to the Option Exercise Price for all of the Shares being acquired acquired. (b) Upon receipt of payment for his own accountthe shares being purchased and such documents referenced in the preceding sentence, the Company shall, as expeditiously as possible, deliver to the Option Holder a certificate or certificates for investment and without any present intention such shares out of distributing authorized but theretofore unissued shares of its Common Stock or reselling said issued shares or any of them except as which have been reacquired by the Company. This Option may be permitted under the Securities Act exercised only with respect to full shares and no fractional share of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof stock shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesissued.

Manner of Exercise. An Option, or any exercisable portion thereof, may (a) The Option can be exercised solely only by delivering to the Secretary Employee or his or her office or designee all other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of the following this Agreement, in whole Common Shares, by following, prior to the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time when and from time to time. The instruction to exercise the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed must be made by the Optionee or the other a person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and shall (i) Full payment include, among other things, the number of Common Shares as to which the Option is being exercised, (in cash or by check or by ii) contain a combination thereof) for the shares representation and agreement as to Employee’s investment intent with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Common Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Company’s General Counsel (unless a Prospectus meeting applicable requirements of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended amended, is in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement. (b) Except as otherwise specified by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Employee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check. (c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “ActMarket Close”) on the Expiration Date (or the last trading day prior to the Expiration Date (if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the Option (or vested and exercisable portion thereof) shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Employee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable rules then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and regulations thereunderExpiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures in effect as of the date of this Agreement: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Employee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the grant, vesting, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Employee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Employee’s actual individual income tax, penalty and/or interest obligations, Employee understands, acknowledges, agrees and hereby stipulates that Employee, and not the Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one (1) whole Common Share to Employee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Employee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Employee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Employee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Employee understands, acknowledges, agrees and hereby stipulates that the Optionee or other person then entitled automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Employee as protection against Employee’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion thereof will of the Option is solely Employee’s responsibility, Employee hereby waives and releases and agrees to indemnify and hold the Company against and hold it free and harmless from and against any lossand all claims of any kind whatsoever against the Company and/or any other party (including without limitation, damage, expense the Administrator and the Company’s employees and agents) arising out of or liability resulting relating to the Company automatic exercise procedure pursuant to this Section 4(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if any sale or distribution the automatic exercise of the shares Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires. (d) Unless notified by such person is contrary the Company or the Administrator to the representation and agreement referred to above; providedcontrary, however, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Committee may, in General Counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure satisfaction that all events requisite for the observance issuance have been accomplished. Any notice of exercise shall be void and performance of such representation and agreement and to no effect compliance with the Act and any other federal or state securities laws or regulations; andif all requisite events have not been accomplished. (e) In The certificate or certificates for the event Common Shares, if any, as to which the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person may be registered only in the name of Employee (or persons other than if Employee so requests in the Optioneenotice of exercise, appropriate proof jointly in the name of Employee and with a member of Employee’s family, with the right of survivorship, or in the event of the death of Employee, in the name of such survivor of Employee as the person or persons with the right to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesdesignate).

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary's office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee Holder or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 6.2(d) of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely With the consent of the Administrator, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by Holder for at least six (6) months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) To the extent permitted under applicable laws, through the delivery of a notice that Xxxxxx has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (iv) With the consent of the Administrator, any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing paragraphs (i), (eii) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection iii); and (c); (d) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Administrator may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised exercised; provided that, in the case of an Optionee's termination of employment by the Company or (ii) indication that any of its Subsidiaries or Affiliates without Cause or by the Optionee elects to have the number of Shares that would otherwise be issued to for Good Reason, or by the Optionee reduced by as a number result of Shares having an equivalent Fair Market Value to a Qualified Retirement payment for the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation shares with respect to which such Option or portion thereof is exercised; or (ii) solely in exercised may be made on a net basis, such that without the event exchange of any funds, such Optionee receives that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares shares that would otherwise be issued to the Optionee reduced by issuable upon a cash exercise of such Options less that number of Shares shares having an equivalent a Fair Market Value equal to the payment aggregate exercise price that would otherwise be made have been paid by such Optionee for the number of shares with respect to the Company pursuant to clause (i) of this subsection (c)which such Option is being excercised; (dc) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or any exercisable portion thereof, may be exercised solely by delivering electronic notice to the Secretary Company to the attention of the Company’s Treasurer or his or her office designee of his or designee her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following prior methods: (i) in cash, by certified or bank check or other instrument acceptable to the time when Company; (ii) subject to the Option Company’s approval, through the delivery (or such portion becomes unexercisable under Section 3.2: (aattestation to the ownership) Notice in writing signed of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other person then entitled agreements as the Company shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to exercise collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; Shares will be contingent upon (i) Full payment (in cash or by check or by a combination thereof) the Company’s receipt from the Optionee of the full purchase price for the shares with respect to which such Option or portion thereof is exercised or Shares, as set forth above, (ii) indication the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Optionee elects Company may require to have satisfy itself that the number issuance of Shares that would otherwise Stock to be issued purchased pursuant to the Optionee reduced by a number exercise of Shares having an equivalent Fair Market Value to Stock Options under the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) Plan and any subsequent resale of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may will be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act applicable laws and any other federal or state securities laws or regulations; and (e) . In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Company as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Section 4.1 by any person the terms hereof, the Company or persons other than the transfer agent shall have transferred the shares to the Optionee, appropriate proof and the Optionee’s name shall have been entered as the stockholder of record on the books of the right Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of such person Stock. (c) Notwithstanding any other provision hereof or persons to exercise the option. Without limiting the generality of the foregoingPlan, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise no portion of this Stock Option shall bear an appropriate legend referring to be exercisable after the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesExpiration Date hereof.

Manner of Exercise. An Any exercisable portion of the Option or the entire Option, or any exercisable portion thereofif then wholly exercisable, may be exercised from time to time solely by delivering through the electronic or telephonic system maintained by the third party designated by the Committee (or its Delegee) to administer the Secretary Plan (the “Stock Plan Award Administrator”) (or his such other method approved by the Committee (or her office or designee its Delegee)) all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by Written notice from the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the number of Shares with respect to which the Option or portion thereof is thereby being exercised, in such notice complying form as the Committee (or its Delegee) shall establish; (b) Full payment of the Exercise Price for the number of Shares with all applicable respect to which the Option is being exercised (i) in cash, (ii) by surrendering Shares (valued at Fair Market Value on the date of exercise) owned by the Optionee, (iii) by withholding Shares (valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Option, (iv) by broker-assisted exercise (in accordance with rules established by the CommitteeCommittee or its Delegee), or (v) a combination of any of the above methods, in each case unless determined otherwise by the Committee (or its Delegee), in accordance with applicable law and the requirements established by the Committee (or its Delegee) from time to time; (ic) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; , unless otherwise determined by the Committee (or (ii) solely its Delegee), in the event that the Optionee’s employment terminates under circumstances identified similar methods as provided in Section 3.2(b), 4.3(b) and in accordance with applicable law and the requirements established by the Committee (eor its Delegee) or (f) above, notice in writing that the Optionee elects from time to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c);time; ​ (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee (or its Delegee), signed or acknowledged by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee (or its Delegee) may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andand ​ (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee (or its Delegee) may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. The Committee (or its Delegee) may cause a legend or legends to be placed on any Share certificates evidencing stock Shares issued on exercise of this Option shall bear an the Option, or if such Shares are issued in book-entry or electronic form, otherwise denote such Shares, to make appropriate legend referring reference to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares. For purposes of this Section 4.3, a written notice includes notice submitted through the electronic or telephonic system maintained by the Stock Plan Award Administrator or through other means pursuant to procedures approved by the Committee (or its Delegee), and a representation or agreement is considered acknowledged if it is signed or submitted electronically or telephonically in accordance with approved procedures and such electronic or telephonic acknowledgement will have the same force and effect as a manual signature. ​ Notwithstanding the above, the Committee (or its Delegee) may approve alternative procedures for exercise and for payment of the related exercise price and withholding amounts provided such alternative procedures are established in writing prior to the date of exercise.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.22.3 above: (a) Notice An exercise notice in substantially in the form attached as Exhibit A hereto (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules Applicable Laws established by the CommitteeAdministrator; (b) Subject to Section 5.6 of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely in With the event that consent of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Administrator, (e) or (f) above, notice in writing that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to then issuable upon exercise of the Optionee reduced by Option having a number of Shares having an equivalent Fair Market Value on the date of delivery equal to the payment that would otherwise be made aggregate exercise price of the Option or exercised portion thereof; or (iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Optionee Participant to the Company pursuant of an irrevocable and unconditional undertaking by a broker acceptable to clause the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (iB) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at such time as may be required by the Administrator; or (iv) With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or (v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs; (c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 5.6(a) of this subsection (c)the Plan; (d) A bona fide written representation and agreementIf the Company is a not a Publicly Listed Company, the Investment Representation Statement in a the form satisfactory attached as Exhibit A-1 to the Committee, signed Exercise Notice executed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulationsParticipant; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 above by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option, or any exercisable portion thereof, may Each exercise of the Option shall be exercised solely by delivering means of a written notice of exercise delivered to the Secretary or his or her office or designee all Company, specifying the number of shares to be purchased and accompanied by payment to the Company of the following prior full purchased price of the shares to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; be purchased solely (i) Full payment (in cash or by check or by a combination thereof) for payable to the shares with respect to which such Option or portion thereof is exercised or order of the Company, (ii) indication that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”)Company already owned by, and then applicable rules and regulations thereunderin the possession of, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof valued at their fair market value, as determined in accordance with Section 4, or (iii) (x) by a promissory note made by Optionee in favor of the right Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a “cashless exercise,” in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the exercise price of this Option shall be valued at their fair market value determined (in accordance with Section 4 hereof) on the date of exercise (or if such person or persons to exercise the option. Without limiting the generality date is not a business day, as of the foregoing, close of the Committee business day immediately preceding such date). This Option may require an opinion not be exercised for a fraction of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, a share and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on no partial exercise of this Option shall bear an appropriate legend referring may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the provisions extent permitted by the Committee or by the terms of subsection (d) above and this Agreement, Optionee’s spouse if such spouse obtained the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued Option pursuant to such exercise have been registered under a qualified domestic relations ordered as defined by the ActCode of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder (“Qualified Domestic Relations Order”); and such registration is then effective in respect (iii) after the Optionee’s death by his or her transferees by will or the laws of such sharesdescent or distribution.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.22.3 above: (a) An exercise notice in substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules Applicable Laws established by the CommitteeAdministrator; (b) Subject to Section 5.6 of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely in With the event that consent of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Administrator, (e) or (f) above, notice in writing that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to then issuable upon exercise of the Optionee reduced by Option having a number of Shares having an equivalent Fair Market Value on the date of delivery equal to the payment that would otherwise be made aggregate exercise price of the Option or exercised portion thereof; or (iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Optionee Participant to the Company pursuant of an irrevocable and unconditional undertaking by a broker acceptable to clause the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (iB) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at such time as may be required by the Administrator; or (iv) With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or (v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs; (c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 5.6(a) of this subsection (c)the Plan; (d) A bona fide written representation and agreementIf the Company is a not a Publicly Listed Company, the Investment Representation Statement in a the form satisfactory attached as Exhibit B-1 to the Committee, signed Exercise Notice executed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulationsParticipant; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 above by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) Notice notice in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Option in cash, by check, in Membership Units (in cash or by check or by a combination thereofany such Membership Units valued at Fair Market Value on the date of exercise) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have has held for at least six months (or such lesser period of time as may be required by the number Company’s accountants), through the withholding of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Membership Units (any such Membership Units valued at Fair Market Value to on the payment date of exercise) otherwise issuable upon the exercise of the Membership Unit Option in a manner that would otherwise be made by Optionee to is compliant with applicable law, or a combination of the Company pursuant to clause (i) of this subsection (b)foregoing methods; (ic) Full full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with of any taxes due in respect to which of such Option or portion thereof is exercised; or (ii) solely exercise in the event cash, except that upon any termination of the Optionee’s employment terminates Employment under circumstances identified a circumstance described in Section 3.2(b), (e) or (fc) above, notice in writing that the Optionee elects to have the number may make payment of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (iany such taxes under any method described in Section 4.3(b) of this subsection (c)above; (d) A bona fide written representation execution and agreement, in a form satisfactory delivery to the CommitteeCompany, signed by to the Optionee or extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment documents and without any present intention of distributing or reselling said shares or any of them except instruments as may be permitted under reasonably required by the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andCommittee; (e) In full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option, except as otherwise agreed to by the Company under the Plan; (f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option; and (g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Membership Units acquired on exercise of an the Option does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesMembership Units.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.24: (ai) A written exercise notice in substantially in the form attached as Exhibit B to the Grant Notice in writing (or such other form as is prescribed by the Administrator, which may be an electronic form) (the “Exercise Notice”) signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice Exercise Notice complying with all applicable rules established by the Committee;Administrator; and (iii) Full Subject to Section 5(f) of the Plan, full payment for the Shares with respect to which the Option or portion thereof is exercised by: (A) Cash or check, payable to the order of the Company; or (B) With the consent of the Administrator, surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise; or (C) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Participant to the Company of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price or (B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or (D) With the consent of the Administrator, any other form of payment permitted under Section 5(f) of the Plan; or (E) any combination of the above permitted forms of payment; and (iii) Subject to Section 9(e) of the Plan, full payment for any applicable withholding taxes in cash or by check or in the form of consideration permitted by a combination thereof) the Administrator for the shares with respect payment of the exercise price pursuant to which such Option Section 3(c)(ii) above or portion thereof is exercised or (iipursuant to Section 3(d) indication that below, which, following the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to date the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by becomes a combination thereof) to satisfy Publicly Listed Company shall include the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified method provided for in Section 3.2(b), (e) or (f3(c)(ii)(C) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (eiv) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An OptionSubject to the Company’s code of conduct and securities trading policies as in effect from time to time, this Award, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary Company or his or her office or designee its designated agent all of the following prior to the time when the Option Award or such portion becomes unexercisable expires under Section 3.2: (a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Optionee Grantee or the other person then entitled to exercise the Option or portion thereofAward, stating that the Option or portion thereof number of SARs subject to the Award in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for to satisfy the shares applicable withholding tax obligation with respect to which such Option the Award or portion thereof is exercised or (ii) indication that the Optionee Grantee elects to have satisfy the number applicable withholding tax obligation through an arrangement that is compliant with the Xxxxxxxx-Xxxxx Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Award and to deliver promptly to the Company an amount to satisfy the withholding tax obligation that would otherwise be issued required to be paid by the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee Grantee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; , or (iiiii) solely in if made available by the event Company, indication that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee Grantee elects to have the number of Shares that would otherwise be issued to the Optionee Grantee upon exercise of such Award (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the applicable withholding tax obligation that would otherwise be required to be made by Optionee the Grantee to the Company pursuant to clause (i) of this subsection (cb);. (dc) A If required by the Company, a bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (ed) In the event the Option Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the optionAward. Without limiting the generality of the foregoing, the Committee Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option this Award (or portion thereof) does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of any portion of this Option Award shall bear an appropriate legend referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by As a condition to the exercise of the Option, the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; shall (i) Full notify the Company at least three (3) days prior to exercise and no earlier than ninety (90) days prior to exercise that the Optionee intends to exercise and (ii) provide the Company with payment of the Exercise Price of the Option, together with any Tax-Related Items (as defined in cash Section 3.1 below), which shall be payable to the Company in full as set forth in this Section 2.8. (b) To the extent permitted by law or by check or by a combination thereof) the applicable listing rules, if any, the Optionee may pay for the shares Shares with respect to which such Option or portion thereof of such Option is exercised or through (i) payment in cash; (ii) indication with the consent of the Administrator, the delivery of Shares which are owned by the Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised portion of the Option; (iii) with the consent of the Administrator, through the surrender of Shares then issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the exercised portion of the Option; or (iv) with the consent of the Administrator, delivery of a notice that the Optionee elects has placed a market sell order with a broker with respect to have Shares then-issuable upon exercise of the number Option, and that the broker has been directed to pay a sufficient portion of Shares that would otherwise be issued to the Optionee reduced by a number net proceeds of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee sale to the Company pursuant in satisfaction of the aggregate Exercise Price; provided, that payment of such proceeds is then made to clause the Company upon settlement of such sale. Notwithstanding the foregoing, the consent of the Administrator shall not be required with respect to clauses (iiii) and (iv) of this subsection (b);Section 2.8(b) if the Optionee exercises such Option on or after the date of the Optionee’s Retirement. (ic) Full payment Notwithstanding any provision of the Agreement to the contrary, if the Optionee resides and/or works outside of the United States, the Company may require that the Optionee exercise the Option in a method other than specified above, may require the Optionee to exercise the Option only by means of a “same day sale” transaction (either a sell-all transaction or a sell-to-cover transaction) as it determines in cash its sole discretion, or by check may require the Optionee to sell any Shares he or by she acquires under the Plan immediately or within a combination thereof) to satisfy specified period following the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that termination of the Optionee’s employment terminates under circumstances identified or service with the Company or any Subsidiary (in Section 3.2(b)which case, (e) or (f) above, notice in writing the Optionee hereby agrees that the Optionee elects to Company shall have the number of authority to issue sale instructions in relation to such Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than on the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares’s behalf).

Manner of Exercise. An The Time Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Time Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) Notice notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Time Option or portion thereof, stating that the Time Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Time Option in cash, by check, in Membership Units (in cash or by check or by a combination thereof) for the shares with respect to which any such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Membership Units valued at Fair Market Value to on the payment date of exercise) that would the Grantee has held for at least six months (or such lesser period of time as may be required by the Company’s accountants), through the withholding of Membership Units (any such Membership Units valued at Fair Market Value on the date of exercise) otherwise be made by Optionee to issuable upon the Company pursuant to clause (i) exercise of this subsection (b)the Time Option in a manner that is compliant with applicable law, or a combination of the foregoing methods; (ic) Full full payment (in cash or by check or by of any taxes due in respect of such exercise in cash, except that upon any termination of the Grantee’s Employment under a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified circumstance described in Section 3.2(b), (e) or (fc) above, notice the Grantee may make payment of any such taxes under any method described in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (iSection 4.3(b) of this subsection (c)above; (d) A bona fide written representation execution and agreement, in a form satisfactory delivery to the CommitteeCompany, signed by to the Optionee or extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment documents and without any present intention of distributing or reselling said shares or any of them except instruments as may be permitted under reasonably required by the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andCommittee; (e) In full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Time Option, except as otherwise agreed to by the Company under the Plan; (f) in the event the Time Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the option; and (g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Membership Units acquired on exercise of an the Time Option does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesMembership Units.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice An executed exercise agreement in writing the form attached hereto as Exhibit A (the "EXERCISE AGREEMENT") signed by the Optionee Holder or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice Exercise Agreement complying with all applicable rules established by the Committee;; and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or exercised; or (ii) indication that With the Optionee elects to have consent of the number of Shares that would otherwise be issued Committee, by delivery to the Optionee reduced Company of other shares of Common Stock of the Company that (A) in the case of shares acquired upon exercise of the Option or upon the exercise of an option under any stock option plan of the Company, have been owned by the Holder for more than six months on the date of surrender or such other period as may be required to avoid a number of Shares having an equivalent charge to the Company's earnings for financial reporting purposes, and (B) have a Fair Market Value on the exercise date equal to the aggregate exercise price of the shares as to which said Option shall be exercised. THE USE OF SHARES OF THE COMPANY'S COMMON STOCK TO PAY THE OPTION PRICE MAY HAVE INCOME TAX CONSEQUENCES FOR THE HOLDER; or (iii) With the consent of the Committee, a recourse promissory note duly executed and delivered by the Holder in the principal amount of the exercise price thereof, or any portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment that would otherwise be made by Optionee to schedule, collateral or other security) as the Company pursuant to clause Committee may establish in its sole and absolute discretion; or (iv) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or , (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(band (iii), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection ; and (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Holder or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the . The Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, shares of the Company's Common Stock issuable to the Holder upon exercise of the Option, or any of the consideration provided in the foregoing subsections (i), (ii) and (iii) of the preceding paragraph (b), or any combination thereof may be used to satisfy all or part of such payment (THE USE OF SHARES OF THE COMPANY'S COMMON STOCK TO SATISFY THE HOLDER'S WITHHOLDING OBLIGATION MAY HAVE INCOME TAX CONSEQUENCES FOR THE HOLDER); and (e) In the event the Option or portion shall be exercised pursuant to Section 3.1 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding anything contained herein to the contrary, the Committee may, in its sole discretion, limit or restrict the use of Shares of the Company's Common Stock issuable to the Holder upon exercise of the Option to satisfy the exercise price or the tax withholding consequences of such exercise (i) to such periods following the date of release of the quarterly or annual summary statement of sales and earnings of the Company and/or to such other periods as the Committee shall, in its sole discretion, deem appropriate and (ii) in accordance with such other rules and regulations as the Committee may determine to be necessary or appropriate from time to time.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee); and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, to the extent permitted under applicable laws; or or (ii) solely in To the event that extent permitted under applicable laws, through the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, delivery of a notice in writing that the Optionee elects has placed a market sell order with a broker with respect to have shares of Stock then issuable upon exercise of the number Option, and that the broker has been directed to pay a sufficient portion of Shares that would otherwise be issued to the Optionee reduced by a number net proceeds of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee sale to the Company pursuant in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to clause the Company upon settlement of such sale; or (iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) of this subsection and (ii); and (c); (d) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the . The Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state, local or foreign tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise reduced by a number of Shares having an equivalent Fair Market Value (on the date of exercise) to the aggregate Exercise Price payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, and the vested portion of the Option is within thirty (30) days of expiring pursuant to such applicable Section, in each case notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.22.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such A written notice complying with all the applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication Committee stating that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by Option, or a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination portion thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof , is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, . The notice in writing that the Optionee elects to have the number of Shares that would otherwise shall be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise the Option or such Option portion of the Option; (b) Full cash payment to the Secretary of the Company for the shares with respect to which the Option, or portion thereof, stating that is exercised. However, the Committee may in its sole and absolute discretion (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of shares of Common Stock are being acquired which have been owned by the Optionee for his own accountat least six months, duly endorsed for investment transfer to the Company with a Fair Market Value (as defined below) on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and without that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or (v) allow payment through any present intention combination of distributing the consideration provided in the foregoing subparagraphs (ii), (iii) and (iv); (c) Such representations and documents as the Committee, in its absolute discretion, deems necessary or reselling said shares or any advisable to effect compliance with all applicable provisions of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act ) and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.2:5(c): (a1) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and (iA) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, to the extent permitted under applicable laws; or or (iiB) solely in To the event that extent permitted under applicable laws, through the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, delivery of a notice in writing that the Optionee elects has placed a market sell order with a broker with respect to have shares of Stock then issuable upon exercise of the number Option, and that the broker has been directed to pay a sufficient portion of Shares that would otherwise be issued to the Optionee reduced by a number net proceeds of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee sale to the Company pursuant in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to clause the Company upon settlement of such sale; or (C) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) of this subsection and (cii);; and (d3) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such the Option or portion thereof, stating that the shares of Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such the Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the . The Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (4) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state, local or foreign tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and (5) In the event the Option or portion thereof shall be exercised pursuant to Section 6(a) by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of the Company (the "Secretary") of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, exercised upon delivery of such notice complying with all applicable rules established by the Committeenotice; (i) Full payment (for the shares in cash with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, shares of the Company's Common Stock owned by check or by the Optionee duly endorsed for transfer to the Company with a combination thereof) for Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion thereof is exercised or exercised; or (iiiii) indication that Any combination of the Optionee elects to have consideration provided in the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause foregoing subparagraphs (i) of this subsection and (bii);; and (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (d) above shallc); provided, however, that such legend shall not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and (d) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An OptionSubject to the Company’s code of conduct and securities trading policies as in effect from time to time, this Award, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary Company or his or her office or designee its designated agent all of the following prior to the time when the Option Award or such portion becomes unexercisable expires under Section 3.2: (a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Optionee Grantee or the other person then entitled to exercise the Option or portion thereofAward, stating that the Option or portion thereof number of SARs subject to the Award in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for to satisfy the shares minimum withholding tax obligation with respect to which such Option the Award or portion thereof is exercised or (ii) indication that the Optionee Grantee elects to have satisfy the number withholding tax obligation through an arrangement that is compliant with the Xxxxxxxx-Xxxxx Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Award and to deliver promptly to the Company an amount to satisfy the minimum withholding tax obligation that would otherwise be issued required to be paid by the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee Grantee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; , or (iiiii) solely in if made available by the event Company, indication that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee Grantee elects to have the number of Shares that would otherwise be issued to the Optionee Grantee upon exercise of such Award (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by Optionee the Grantee to the Company pursuant to clause (i) of this subsection (cb);. (dc) A If required by the Company, a bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (ed) In the event the Option Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the optionAward. Without limiting the generality of the foregoing, the Committee Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option this Award (or portion thereof) does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of any portion of this Option Award shall bear an appropriate legend referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee the Company’s agent, if so directed, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee and made available to the Optionee (or such other person then entitled to exercise the Option); (ib) Full payment (i) in cash cash, (ii) electronic transfer, (iii) by way of a cashless exercise with a broker as approved by the Company, (iv) by withholding in Shares to be issued upon exercise of the Option, if this method of exercise is approved by the Committee in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or an officer of the Company under Section 16 of the Exchange Act (“Section 16 Officer”), by check way of surrender of Shares previously-owned by the Optionee to the Company, (v) by check, if the Company, in its sole discretion allows this method of payment, (vi) or by a combination thereof) of the Exercise Price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; , provided the Shares surrendered or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to withheld have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below); (c) Full payment that would otherwise be made by Optionee to the Company pursuant to clause or any Subsidiary, by which the Optionee is employed (ithe “Employer”) of this subsection (c)all Tax-Related Items which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option; (d) A bona fide written representation and agreementIn a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax-Related Items (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan that are legally applicable to the Optionee or deemed by the Company or the Employer, in a form their discretion to be an appropriate charge to the Optionee, the Optionee agrees to make adequate arrangements satisfactory to the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares issued upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); (iii) withholding in Shares to be issued upon the exercise of the Option, if this method of exercise is approved by the Committee, signed in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or a Section 16 officer, by way of surrender of Shares previously-owned by the Optionee to the Company; or other person then entitled to exercise such Option (v) by the Optionee’s payment of the Tax-Related Items by cash, electronic transfer or portion thereofby check if the Company, stating that the shares of Common Stock are being acquired for his own accountin its sole discretion, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that allows the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from pay any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Tax-Related Items by such person is contrary to the representation and agreement referred to above; providedcheck. Provided, however, that if the Committee mayOptionee is Section 16 Officer, he is entitled to elect the method of withholding from alternatives (i) through (v) above unless payment of any Tax-Related Items by withholding in Shares or payment in check are not available methods of withholding, as determined by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in its reasonable discretionwhich case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, take whatever additional actions it deems reasonably necessary for tax purposes, the Optionee is deemed to ensure have been issued the observance and performance full number of such representation and agreement and Shares subject to effect compliance the exercised Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Optionee fails to comply with his obligations in connection with the Act and any other federal or state securities laws or regulationsTax-Related Items; and (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may may, prior to exercise, require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Act, Exchange Act and may issue stop-transfer orders in the United States covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard and made available to Optionee (or such other person then entitled to exercise the Option); (ib) Full payment (in cash or cash, by check cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or ; (iic) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the Full payment that would otherwise be made by Optionee to the Company pursuant or any Subsidiary (“Group Member”) by which Optionee is employed, of all amounts which, under federal, state or local law, it is required to clause (i) withhold upon exercise of this subsection (c);the Option; and (d) A bona fide written representation and agreementIn a case where any Group Member is obliged to (or would suffer a disadvantage if it were not to) account for any tax (in any jurisdiction) for which Optionee is liable by virtue of the exercise of the Option and/or for any social security contributions recoverable from the person in question (together, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “ActTax Liability”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting has either: (i) made full payment to the Company if any Group Member of an amount equal to the Tax Liability, or (ii) entered into arrangements acceptable to that or another Group Member to secure that such a payment is made (whether by authorizing the sale of some or distribution all of the shares by such person is contrary Shares on his behalf and the payment to the representation and agreement referred to above; provided, however, that Group Member of the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure relevant amount out of the observance and performance proceeds of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andsale); (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee Board may in the case of U.S. resident employees of the Company or any Subsidiary require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders in the U.S. covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2, or by such other methods as are prescribed by the Committee or its delegate from time to time: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, in a form acceptable to the Committee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (ic) Full payment (in cash or To the extent determined necessary by check or by the Committee, a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company (in cash, by check or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an the Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates or book entries evidencing stock issued on exercise of this Option shall bear an appropriate legend or include an appropriate stop-transfer restriction referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may (l) The Option can be exercised solely only by delivering to Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Agreement, in whole Common Shares, upon meeting the Secretary or his or her office or designee all of applicable vesting requirements for the following Option represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time when and from time to time. The instruction to exercise the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed must be made by the Optionee or the other a person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and shall (i) Full payment include, among other things, the number of Common Shares as to which the Option is being exercised, (in cash or by check or by ii) contain a combination thereof) for the shares representation and agreement as to Grantee’s investment intent with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Common Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Company (unless a Prospectus meeting applicable requirements of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunderis in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator. (m) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check. (n) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Optionee Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) (i) in the event of a termination of the Grantee’s employment as contemplated by Section 3(a) of this Agreement, on the earlier of (x) the last day of the One Month Period, and (y) the Expiration Date, (ii) in the event of a termination of the Grantee’s employment as contemplated by Section 3(c) of this Agreement, on the earlier of (x) the last day of the Death or Disability Post-Termination Exercise Period, and (y) the Expiration Date, (iii) in the event of a termination of the Grantee’s employment as contemplated by Section 3(e) of this Agreement, on the earlier of (x) the last day of the Change in Control One Month Period, and (y) the Expiration Date, and (iv) in any other person circumstance where all or any portion of the Option is then entitled outstanding and exercisable on the Expiration Date, on the Expiration Date (the dates in clauses (i) – (iv), as applicable (or the last trading day prior to exercise any such date (if such date is not a trading day)), the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or portion thereof will indemnify any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company against in its sole and hold it free absolute discretion for any reason or no reason at any time and harmless from any loss, damage, expense or liability resulting time to time. Pursuant to the Company if any sale or distribution Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the shares by such person is contrary Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the representation grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and agreement referred (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to above; providedGrantee. Without limitation of the generality of Section 2(d) of this Agreement, however, in the event that the Committee mayamounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, in its reasonable discretionpenalty and/or interest obligations, take whatever additional actions it deems reasonably necessary to ensure Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4.1 by any person or persons other 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the OptioneeOption Price. Furthermore, appropriate proof and without limitation of the right of such person or persons to exercise the option. Without limiting the generality of the foregoingpreceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Xxxxxxx’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Committee may require an opinion Administrator and the Company’s Grantees and agents) arising out of counsel acceptable to it or relating to the effect that automatic exercise procedure pursuant to this Section 4(c) (or any subsequent transfer failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of shares acquired the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires. (o) Unless notified by the Company or the Administrator to the contrary, the Common Shares issuable on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Company determines that all requirements for issuance of the Common Shares have been properly completed, including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to issue the Common Shares upon the exercise of any portion of the Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished. (p) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall bear an appropriate legend referring to be exercised or the provisions book entries, as applicable, may be registered only in the name of subsection Grantee (d) above or if Grantee so requests in the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee’s family, with the agreements herein. The written representation and agreement referred to right of survivorship, or in subsection (d) above shallthe event of the death of Grantee, however, not be required if in the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect name of such sharessurvivor of Grantee as the person with the right to exercise the Option shall designate).

Manner of Exercise. An Option, or any exercisable portion thereof, may (a) The Option can be exercised solely only by delivering to Grantee or other proper party as described in Section 2(b), Section 3(b), Section 3(c), Section 3(d), Section 3(e), Section 3(f) and/or Section 4(c) of this Agreement, in whole Common Shares, upon meeting the Secretary or his or her office or designee all of applicable vesting requirements for the following Option represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time when and from time to time. The instruction to exercise the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed must be made by the Optionee or the other a person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and shall (i) Full payment include, among other things, the number of Common Shares as to which the Option is being exercised, (in cash or by check or by ii) contain a combination thereof) for the shares representation and agreement as to Grantee's investment intent with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Common Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Company (unless a Prospectus meeting applicable requirements of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunderis in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator. (b) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier's check. (c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Optionee Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) on the Expiration Date (or the last trading day prior to the Expiration Date (if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other person then entitled proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) pursuant to exercise the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Option or portion thereof will indemnify Administrator and Expiration Exercise Procedures are designated by the Company against in its sole and hold it free absolute discretion for any reason or no reason at any time and harmless from any loss, damage, expense or liability resulting time to time. Pursuant to the Company if any sale or distribution Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the shares by such person is contrary Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the representation grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and agreement referred (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to above; providedGrantee. Without limitation of the generality of Section 2(d) of this Agreement, however, in the event that the Committee mayamounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, in its reasonable discretionpenalty and/or interest obligations, take whatever additional actions it deems reasonably necessary to ensure Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4.1 by any person or persons other 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the OptioneeOption Price. Furthermore, appropriate proof and without limitation of the right of such person or persons to exercise the option. Without limiting the generality of the foregoingpreceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(b) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Grantee’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Committee may require an opinion Administrator and the Company’s Grantees and agents) arising out of counsel acceptable to it or relating to the effect that automatic exercise procedure pursuant to this Section 4(c) (or any subsequent transfer failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of shares acquired the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires. (d) Unless notified by the Company or the Administrator to the contrary, the Common Shares issuable on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Company determines that all requirements for issuance of the Common Shares have been properly completed, including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to issue the Common Shares upon the exercise of any portion of the Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished. (e) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall bear an appropriate legend referring to be exercised or the provisions book entries, as applicable, may be registered only in the name of subsection Grantee (d) above or if Grantee so requests in the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee's family, with the agreements herein. The written representation and agreement referred to right of survivorship, or in subsection (d) above shallthe event of the death of Grantee, however, not be required if in the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect name of such sharessurvivor of Grantee as the person with the right to exercise the Option shall designate).

Manner of Exercise. An Option, or any exercisable portion thereof, may (k) The Option can be exercised solely only by delivering to Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Agreement, in whole Common Shares, upon meeting the Secretary or his or her office or designee all of applicable vesting requirements for the following Option represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time when and from time to time. The instruction to exercise the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed must be made by the Optionee or the other a person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and shall (i) Full payment include, among other things, the number of Common Shares as to which the Option is being exercised, (in cash or by check or by ii) contain a combination thereof) for the shares representation and agreement as to Grantee’s investment intent with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Common Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Company (unless a Prospectus meeting applicable requirements of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunderis in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator. (l) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier’s check. (m) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Optionee Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) (i) in the event of a termination of the Grantee’s employment as contemplated by Section 3(a) of this Agreement, on the earlier of (x) the last day of the One Month Period, and (y) the Expiration Date, (ii) in the event of a termination of the Grantee’s employment as contemplated by Section 3(c) of this Agreement, on the earlier of (x) the last day of the Death or Disability Post-Termination Exercise Period, and (y) the Expiration Date, and (iii) in any other person circumstance where all or any portion of the Option is then entitled outstanding and exercisable on the Expiration Date, on the Expiration Date (the dates in clauses (i), (ii), and (iii), as applicable (or the last trading day prior to exercise any such date (if such date is not a trading day)), the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or portion thereof will indemnify any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company against in its sole and hold it free absolute discretion for any reason or no reason at any time and harmless from any loss, damage, expense or liability resulting time to time. Pursuant to the Company if any sale or distribution Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the shares by such person is contrary Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then-current tax rate), penalties or interest related to the representation grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and agreement referred (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to above; providedGrantee. Without limitation of the generality of Section 2(d) of this Agreement, however, in the event that the Committee mayamounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, in its reasonable discretionpenalty and/or interest obligations, take whatever additional actions it deems reasonably necessary to ensure Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4.1 by any person or persons other 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the OptioneeOption Price. Furthermore, appropriate proof and without limitation of the right of such person or persons to exercise the option. Without limiting the generality of the foregoingpreceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Xxxxxxx’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company harmless from and against any and all claims of any kind whatsoever against the Company and/or any other party (including without limitation, the Committee may require an opinion Administrator and the Company’s Grantees and agents) arising out of counsel acceptable to it or relating to the effect that automatic exercise procedure pursuant to this Section 4(c) (or any subsequent transfer failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if the automatic exercise of shares acquired the Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires. (n) Unless notified by the Company or the Administrator to the contrary, the Common Shares issuable on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Company determines that all requirements for issuance of the Common Shares have been properly completed, including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to issue the Common Shares upon the exercise of any portion of the Option until it has confirmed to its satisfaction that all requirements for the issuance have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished. (o) Unless the Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option shall bear an appropriate legend referring to be exercised or the provisions book entries, as applicable, may be registered only in the name of subsection Grantee (d) above or if Grantee so requests in the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee’s family, with the agreements herein. The written representation and agreement referred to right of survivorship, or in subsection (d) above shallthe event of the death of Xxxxxxx, however, not be required if in the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect name of such sharessurvivor of Grantee as the person with the right to exercise the Option shall designate).

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.22.3 above: (a) An exercise notice in substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules Applicable Laws established by the CommitteeAdministrator; (b) Subject to Section 5(f) of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely in With the event that consent of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Administrator, (e) or (f) above, notice in writing that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to then issuable upon exercise of the Optionee reduced by Option having a number of Shares having an equivalent Fair Market Value on the date of delivery equal to the payment that would otherwise be made aggregate exercise price of the Option or exercised portion thereof; or (iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Optionee Participant to the Company pursuant of an irrevocable and unconditional undertaking by a broker acceptable to clause the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (iB) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at such time as may be required by the Administrator; or (iv) With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or (v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs; (c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 5(f)(i) of this subsection (c)the Plan; (d) A bona fide written representation and agreementIf the Company is a not a Publicly Listed Company, the Investment Representation Statement in a the form satisfactory attached as Exhibit B-1 to the Committee, signed Exercise Notice executed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulationsParticipant; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 above by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An 4.1 The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee Committee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2this Agreement: (a) Notice in writing signed by the Optionee Option Holder or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by of the Committee;; and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such the Option or portion thereof is exercised or thereby exercised; or (ii) indication that With the Optionee elects to have consent of the number Committee, shares of Shares that would otherwise be issued to Common Stock of the Optionee reduced Company owned by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee Option Holder duly endorsed for transfer to the Company pursuant with a fair market value (as determined under the Plan) on the date of exercise equal to clause (i) the aggregate purchase price of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation Shares with respect to which such the Option or portion thereof is exercised; or or (iii) Any combination of the consideration provided in the foregoing subsections (i) and (ii); and (c) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the The payment that would otherwise be made by Optionee to the Company pursuant of any amounts which it is required to clause (i) withhold under federal, state or local law in connection with the exercise of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof. 4.2 As soon as practicable after any exercise of the Option in accordance with Section 4.1, stating that the shares Company shall, without commission, transfer or issuance tax or other incidental expense to the Option Holder, deliver to the Option Holder at the principal office of Common Stock are being acquired for his own account, for investment and without any present intention of distributing the Company or reselling said shares or any of them except at such other place as may be permitted under mutually acceptable to the Company and the Option Holder, a certificate or certificates representing the Shares as to which the Option has been exercised; provided, however, that no Shares shall be issued and delivered upon exercise of the Option unless and until, in the opinion of counsel for the Company, any applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting relating to the Company if any sale or distribution registration of the shares by such person is contrary to Shares or the representation and agreement referred to above; providedavailability of an exemption from registration, howeverany applicable requirements of the "blue sky" laws of any State, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal requirements of law, of any national securities exchange on which stock of the same class as the Shares is then listed, or state securities laws of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully satisfied or regulations; andcomplied with. (e) 4.3 In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 Article 3.0 hereof by any person or persons other than the OptioneeOption Holder, the Company may require, prior to delivery of a certificate or certificates representing the Shares to be issued on such exercise, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality Option on behalf of the foregoingOption Holder. 4.4 In the event that the Option Holder disposes of Option Shares and, as a result of the disposition, recognizes ordinary income, the Committee may require an opinion of counsel acceptable to it Option Holder shall give written notice to the effect that any subsequent transfer Company, as soon as reasonably practicable, of shares acquired on exercise of an Option does not violate such disposition and the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring amount taxable as ordinary income to the provisions Option Holder as a result of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesdisposition.

Manner of Exercise. An Option, or any Any exercisable portion thereof, of the Option may be exercised solely by delivering to the Office of the Secretary or his or her of the Company at the Company’s principal office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; provided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of this Agreement or the Plan; (ib) Full full payment (in cash or by check or by a combination thereof) of the aggregate Option Price for the shares Shares with respect to which such Option or portion thereof is exercised (i) in cash (by check or wire transfer or a combination of the foregoing), (ii) indication that by a “net exercise” method whereby the Optionee elects to have aggregate Option Price for the number of Shares that would being acquired upon exercise is satisfied by the Company withholding, from the Shares otherwise be issued issuable to the Optionee reduced by a Optionee, that number of Shares having an equivalent aggregate Fair Market Value Value, determined as of the date of exercise, equal to the payment that would otherwise be made by Optionee to product of (x) the Company pursuant to clause Option Price and (iy) the number of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation Shares with respect to which such the Option or portion thereof is being exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (eiii) following the Lock-up Lapse Date, by delivery (on a form prescribed or (faccepted by the Company) above, notice in writing that the Optionee elects of an irrevocable direction to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee licensed securities broker acceptable to the Company pursuant to clause sell the Shares subject to the Option and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price, or (iiv) any combination of this subsection (c)the foregoing methods, as elected by the Optionee; (dc) A a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person Person then entitled to exercise such Option or portion thereof, stating that (i) unless the shares Shares are registered on a Form S-8 or the Company in its sole discretion determines that another exemption applies, the individual exercising the Option is an accredited investor (within the meaning of Common Stock Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) the Shares are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) if such exercise is for any Shares, unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Management Stockholders Agreement with respect to Shares to the same extent as a Management Stockholder thereunder, as provided as Annex A to the Management Stockholders Agreement; (e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and (ef) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person Person or persons Persons other than the Optionee, appropriate proof of the right of such person Person or persons Persons to exercise the optionOption. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Securities Act, and may may, in its reasonable discretion, issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this If the Option shall bear Price is satisfied by an appropriate legend referring irrevocable direction to a licensed securities broker, the Optionee will be subject to the provisions of subsection (d) above and Company’s policies regarding xxxxxxx xxxxxxx restrictions, which may affect the agreements herein. The written representation and agreement referred Optionee’s ability to in subsection (d) above shall, however, not be required if the shares acquire or sell Shares or rights to be issued pursuant to such exercise have been registered Shares under the ActPlan (e.g., the Option). By acceptance of the Option granted hereunder, the Optionee certifies the Optionee’s understanding of and such registration is then effective intent to fully comply with the standards contained in respect of such sharesthe Company’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company).

Manner of Exercise. An The Option, or any exercisable portion thereof, may shall be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; (ib) Full The payment (in cash or by check or by a combination thereof) to the Company of the aggregate Option exercise price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);in: (i) Full payment Cash; (in cash ii) With the consent of the Board, (A) shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer to the Company or by check or by (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, with a combination thereof) Fair Market Value on the date of Option exercise equal to satisfy the minimum withholding tax obligation aggregate purchase price of the shares with respect to which such Option or portion thereof is exercised; (iii) With the consent of the Board, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Board. The Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); (c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local law, it is required to withhold in connection with the exercise of the Option or a portion thereof; all or any part of such payment may be made, with the consent of the Board, (i) with shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer, or (ii) solely in with shares of the event that the OptioneeCompany’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued Common Stock issuable to the Optionee reduced by upon exercise of the Option, in each case, having a number of Shares having an equivalent Fair Market Value at the date of Option exercise equal to the payment that would otherwise sums required to be made by Optionee to the Company pursuant to clause (i) of this subsection (c)withheld; (d) A bona fide written representation Such representations and agreementdocuments as the Board, in a form satisfactory its absolute discretion, deems necessary or advisable to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares effect compliance with all applicable provisions of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee any other Federal or other person then entitled to exercise such Option state securities laws or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee regulations. The Board may, in its reasonable absolute discretion, also take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and appropriate to effect such compliance with the Act including, without limitation, placing legends on share certificates and any other federal or state securities laws or regulationsissuing stop-transfer orders to transfer agents and registrars; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting Option. (f) Notwithstanding anything herein to the generality contrary, the Optionee may satisfy the requirements of subsections (b) and (c) of this Section 4.3 concerning payment for the shares and all applicable withholding taxes, with the consent of the foregoingBoard, through the Committee may require an opinion of counsel acceptable to it delivery to the effect that any subsequent transfer Secretary or his office of (i) an irrevocable written exercise notice containing instructions to the Company to deliver to Optionee’s broker the certificate(s) representing the shares acquired on with respect to which the Option or portion is thereby exercised and (ii) a copy of Optionee’s irrevocable written instructions to such broker to deliver to the Company, within five business days from the date of the Company’s receipt of such exercise notice, full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised and all amounts which the Company is required to withhold under federal, state or local law in connection with the exercise of an the Option does not violate or portion thereof. Provided the Act, Optionee complies with clauses (i) and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (dii) above and the agreements hereinCompany receives such full payment the Optionee shall be deemed to have such exercised such Option on the date of the Company’s receipt of the deliveries specified in clauses (i) and (ii) above. The written representation and agreement referred Notwithstanding anything to the contrary in subsection (d) above shallthis Section 4.3, however, the Board shall not be required if take any discretionary action which will result in the shares failure of the Plan to be issued pursuant satisfy any exemptive condition imposed by Rule 16b-3 of the code with respect to such exercise have been registered under the Act, and such registration is then effective in respect of such shareseffected Option.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his the Secretary’s office, or her office or designee such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.22.2 above: (a) An exercise notice in substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules Applicable Laws established by the CommitteeAdministrator; (b) Subject to Section 5(f) of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely in With the event that consent of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Administrator, (e) or (f) above, notice in writing that the Optionee elects to have the number by delivery of Shares that would otherwise be issued to then issuable upon exercise of the Optionee reduced by Option having a number of Shares having an equivalent Fair Market Value on the date of delivery equal to the payment that would otherwise be made aggregate exercise price of the Option or exercised portion thereof; or (iii) On and after the date the Company becomes a Publicly Listed Company, through the (A) delivery by Optionee Participant to the Company pursuant of an irrevocable and unconditional undertaking by a broker acceptable to clause the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (iB) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at such time as may be required by the Administrator; or (iv) With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or (v) Subject to any Applicable Laws, any combination of the consideration allowed under the foregoing paragraphs; (c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the form of consideration permitted by the Administrator, which, following the date the Company becomes a Publicly Listed Company shall include the method provided for in Section 5(f)(i) of this subsection (c)the Plan; (d) A bona fide written representation and agreementIf the Company is a not a Publicly Listed Company, the Investment Representation Statement in a the form satisfactory attached as Exhibit B-1 to the Committee, signed Exercise Notice executed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andParticipant; (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 above by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting Option; and (f) In the generality event the Option or portion thereof shall be exercised as to Restricted Shares the following (collectively, the “Additional Documents”): (i) any share certificate(s) representing such Restricted Shares; and (ii) the stock assignment duly endorsed in blank, attached as Exhibit C to the Grant Notice (the “Stock Assignment”), executed by Participant; and (iii) the Joint Escrow Instructions of the foregoingCompany and Participant attached as Exhibit D to the Grant Notice (the “Joint Escrow Instructions”), executed by Participant; and (iv) if Participant has a spouse or registered domestic partner, the Committee may require an opinion Consent of counsel acceptable to it Spouse or Registered Domestic Partner attached as Exhibit E to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the ActGrant Notice, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been executed by Participant’s spouse or registered under the Act, and such registration is then effective in respect of such sharesdomestic partner.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercisedexercised and indicating the extent to which the portion of the Option being exercised constitutes Incentive Stock Options, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, Act and such registration is then effective in respect of such shares. In addition to the foregoing, after a Public Offering (as defined in the Management Stockholder's Agreement), the Optionee may, in the Committee's good faith discretion, make payment of the exercise price (as required in Section 4.3(b) above) in shares of Common Stock that the Optionee has held for at least six months or otherwise pursuant to an irrevocable broker loan program established in accordance with applicable law.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 5.1(c) of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely Such payment may be made, in whole or in part, through the delivery of shares of Stock which have been owned by Participant for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) Through the delivery of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (iv) Subject to any applicable laws, any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing paragraphs (i), (eii) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection iii); and (c); (d) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Participant or the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his Participant’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderthereunder and any other applicable law, and that the Optionee Participant or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Administrator may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulationsregulations and any other applicable law. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under Section 4.3(b), subject to Section 16.3 of the Plan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Performance-Based Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee the Company’s agent, if so directed all of the following prior to the time when the Performance-Based Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Performance-Based Option or portion thereof, stating that the Performance-Based Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee and made available to the Optionee (or such other person then entitled to exercise the Performance-Based Option); (ib) Full payment (i) in cash cash, (ii) electronic transfer, (iii) by way of a cashless exercise with a broker as approved by the Company, (iv) by withholding in Shares to be issued upon exercise of the Performance-Based Option, if this method of exercise is approved by the Committee in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or an officer of the Company under Section 16 of the Exchange Act (“Section 16 Officer”), by check way of surrender of Shares previously-owned by the Optionee to the Company, (v) by check, if the Company, in its sole discretion allows this method of payment, (vi) or by a combination thereof) of the Exercise Price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Performance-Based Option or portion thereof is exercised; , provided the Shares surrendered or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to withheld have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below); (c) Full payment that would otherwise be made by Optionee to the Company pursuant to clause or any Subsidiary, by which the Optionee is employed (ithe “Employer”) of this subsection (c)all Tax-Related Items which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Performance-Based Option; (d) A bona fide written representation and agreementIn a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax-Related Items (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan that are legally applicable to the Optionee or deemed by the Company or the Employer, in a form their discretion to be an appropriate charge to the Optionee, the Optionee agrees to make adequate arrangements satisfactory to the Employer, or their respective agents, at their discretion, to satisfy all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; (ii) withholding from proceeds of the sale of Shares issued upon exercise of the Performance-Based Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); (iii) withholding in Shares to be issued upon the exercise of the Performance-Based Option, if this method of exercise is approved by the Committee, signed in its sole discretion; (iv) if the Optionee is a U.S. taxpayer or a Section 16 officer, by way of surrender of Shares previously-owned by the Optionee to the Company; or other person then entitled to exercise such Option (v) by the Optionee’s payment of the Tax-Related Items by cash, electronic transfer or portion thereofby check if the Company, stating that the shares of Common Stock are being acquired for his own accountin its sole discretion, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that allows the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from pay any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Tax-Related Items by such person is contrary to the representation and agreement referred to above; providedcheck. Provided, however, that if the Committee mayOptionee is Section 16 Officer, he is entitled to elect the method of withholding from alternatives (i) through (v) above unless payment of any Tax-Related Items by withholding in Shares or payment in check are not available methods of withholding, as determined by the Committee. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in its reasonable discretionwhich case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, take whatever additional actions it deems reasonably necessary for tax purposes, the Optionee is deemed to ensure have been issued the observance and performance full number of such representation and agreement and Shares subject to effect compliance the exercised Performance-Based Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, the Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Optionee fails to comply with his obligations in connection with the Act and any other federal or state securities laws or regulationsTax-Related Items; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) Notice notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Option in cash, by check, in Membership Units (in cash or by check or by a combination thereof) for the shares with respect to which any such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Membership Units valued at Fair Market Value to on the payment date of exercise) that would the Grantee has held for at least six months (or such lesser period of time as may be required by the Company’s accountants), through the withholding of Membership Units (any such Membership Units valued at Fair Market Value on the date of exercise) otherwise be made by Optionee to issuable upon the Company pursuant to clause (i) exercise of this subsection (b)the Membership Unit Option in a manner that is compliant with applicable law, or a combination of the foregoing methods; (ic) Full full payment (in cash or by check or by of any taxes due in respect of such exercise in cash, except that upon any termination of the Grantee’s Employment under a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified circumstance described in Section 3.2(b), (e) or (fc) above, notice the Grantee may make payment of any such taxes under any method described in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (iSection 4.3(b) of this subsection (c)above; (d) A bona fide written representation execution and agreement, in a form satisfactory delivery to the CommitteeCompany, signed by to the Optionee or extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment documents and without any present intention of distributing or reselling said shares or any of them except instruments as may be permitted under reasonably required by the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andCommittee; (e) In full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option, except as otherwise agreed to by the Company under the Plan; (f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the option; and (g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Membership Units acquired on exercise of an the Option does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesMembership Units.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her agent, which date shall not be later than two (2) business days following the date on which the Option is exercised, in the event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) indication notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercisedexercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); or (iii) notice in writing to the Company at least 10 days prior to date of exercise that the Optionee elects to pay the withholding tax obligation with previously owned Shares and, subject to all applicable rules established by the Committee, the delivery (or deemed delivery, as allowed by the Committee) on or prior to the date of exercise of such Shares having a Fair Market Value equal to the withholding amount; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this the Option shall may bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or cash, by check check, or by a combination thereofthereof or through tender of previously owned Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto)) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; (i) Full payment (in cash or cash, by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised or exercised, (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company Laureate pursuant to clause (i) of this subsection (b), or (iii) a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator; (i) Full payment (in cash or cash, by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; exercised or (ii) solely to the extent permitted by the Administrator in a manner that is compliant with the event that terms of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Plan, (e) or (f) above, notice in writing indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company Laureate pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee Administrator may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements hereinShares. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares. (f) At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Option. The Company may require the Optionee to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Option or issuance of Shares upon exercise.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee Company at the addresses set out in Schedule C all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that wire transfer, if the Optionee so elects to have in the number notice of exercise through the withholding of Shares that would otherwise be issued to the Optionee reduced by a number of (any such Shares having an equivalent valued at Fair Market Value to on the date of exercise) otherwise issuable upon the exercise of the Stock Option in a manner that is compliant with applicable law or other form of payment that would otherwise be made if agreed by Optionee to the Company pursuant to clause (iCompany) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation Exercise Price for the Shares with respect to which such Option or portion thereof is exercised; or ; (iic) solely Full payment (in cash by wire transfer or, if vested Options are being exercised during the event that the Optionee’s employment terminates under circumstances identified exercise periods specified in Section any of Sections 3.2(b), (e) or (f), as applicable, or if otherwise so agreed by the Company, through the withholding of Shares in the same manner as provided in Section 4.3(b) above, notice ) to satisfy the Tax-Related Items (as defined in writing that the Optionee elects Section 4.5 below) with respect to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c)which such Option or portion thereof is exercised; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the U.S. Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderthereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act Act, if applicable and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it it, to the extent required under Section 3 of the Management Stockholder’s Agreement, to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the ActAct or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the ActAct and/or other applicable laws, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the an Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in , unless the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that Committee permits the Optionee elects to elect to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant in respect of such tax obligation, such permission not to clause (i) of this subsection (c)be unreasonably withheld by the Committee; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, (a) As a condition to the exercise of the Option or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; shall (i) Full notify the Company at least three (3) days prior to exercise and no earlier than ninety (90) days prior to exercise that the Optionee intends to exercise and specifically stating the number of Shares with respect to such Option is being exercised, and (ii) provide the Company with payment of the aggregate Option Price of the Shares with respect to which such Option is being exercised, together with any amounts necessary to satisfy all Tax-Related Items (as defined in cash Section 3.1 below), which shall be payable to the Company in full as set forth in this Section 2.8. (b) To the extent permitted by law or by check or by a combination thereof) the applicable listing rules, if any, the Optionee may pay for the shares Shares with respect to which such Option or portion thereof of such Option is exercised or through (i) payment in cash; (ii) indication that with the Optionee elects to have consent of the number Administrator, the delivery of Shares that would otherwise be issued which are owned by the Optionee, duly endorsed for transfer to the Optionee reduced by Company with a number of Shares having an equivalent Fair Market Value on the date of delivery equal to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) aggregate Option Price of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation such Shares with respect to which the Option is being exercised; (iii) with the consent of the Administrator, the surrender of Shares then-issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the aggregate Option Price of such Shares with respect to which the Option or portion thereof is being exercised; (iv) with the consent of the Administrator, a broker-assisted cashless exercise program established by the Company; or (v) with the consent of the Administrator, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to Shares then-issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate Option Price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale. Notwithstanding the foregoing, the consent of the Administrator shall not be required with respect to clauses (iii) and (v) of this Section 2.8(b) if the Optionee exercises such Option on or after the date of the Optionee’s Retirement (as defined in the Company’s Retirement Policy). (c) Notwithstanding any provision of the Agreement to the contrary, if the Optionee resides and/or works outside of the United States, the Company may require that the Optionee (i) exercise the Option in a method other than specified above, (ii) solely exercise the Option only by means of a “same day sale” transaction (either a sell-all transaction or a sell-to-cover transaction) as it determines in its sole discretion, or (iii) sell any Shares he or she acquires under the event that Plan immediately or within a specified period following the termination of the Optionee’s employment terminates under circumstances identified or service with the Company, the Employer or any Subsidiary (in Section 3.2(b)which case, (e) or (f) above, notice in writing the Optionee hereby agrees that the Optionee elects to Company shall have the number of authority to issue sale instructions in relation to such Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than on the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares’s behalf).

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his agent, which date shall not be later than three (3) business days following the date on which the Option is exercised, in the event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) indication notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercisedexercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this the Option shall may bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;; and (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised thereby exercised: (1) In cash or by check; or (ii2) indication that By delivery of shares of the Company's Common Stock owned by the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee duly endorsed for transfer to the Company pursuant to clause with a fair market value (ias determinable under Section 4.2(b) of this subsection (b); (ithe Plan) Full payment (in cash or by check or by a combination thereof) on the date of delivery equal to satisfy the minimum withholding tax obligation aggregate Option price of the shares with respect to which such Option or portion thereof is thereby exercised; or (3) With the consent of the Committee, by delivery of a full recourse promissory note bearing interest (at at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (ii4) solely By means of any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing subsections (1), (e2) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection 3); and (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the . The Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares share acquired on exercise of an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall may bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and (d) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An Option, or any exercisable portion thereof, The Vested Portion of this Option may be exercised solely from time to time, in whole or in part, by delivering presentation of a "Request To Exercise Form," substantially in the form attached hereto, to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: Company at its principal office, which form must be duly executed by Participant and accompanied by (a) Notice payment in writing signed cash, or by check payable to the Company, or, (b) if authorized by the Optionee Board of Directors of the Company or to the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established extent of any delegation by the Committee;Board of Directors to a Committee (the “Board”): (i) Full payment by cancellation of indebtedness of the Company to the Participant; (in cash or ii) by check or surrender of Shares of the Company that have been owned by the Participant for more than 6 months (and, if such Shares were purchased from the Company by use of a combination thereof) for the shares promissory note, such note has been fully paid with respect to which such Option Shares) or portion thereof were obtained by the Participant in the public market; (iii) through a “same day sale” commitment from the Participant and a broker-dealer that is exercised or a member of the National Association of Securities Dealers (ii) indication that “NASD Dealer”), in the Optionee elects to have aggregate amount of the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause Exercise Price (i) of this subsection (bas defined below); (iiv) Full payment (in cash or by check or by through a combination thereof) to satisfy “margin” commitment from the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely Participant and an NASD Dealer, in the event that aggregate amount of the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c)Exercise Price; (dv) A bona fide written representation and agreement, in a form satisfactory by forfeiture of Optioned Shares equal to the Committee, signed value of the Exercise Price pursuant to a so-called “immaculate cashless exercise;” or (vi) any combination of the above. Upon receipt and acceptance by the Optionee or other person then entitled Company of the Notice accompanied by the payment specified, the Participant shall be deemed to exercise such Option or portion thereofbe the record owner of the Shares purchased, stating notwithstanding that the shares share transfer books of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense may then be closed or liability resulting that certificates representing the Shares purchased under this Option may not then be actually delivered to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesParticipant.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or cash, by check check, or by a combination thereofthereof or through tender of previously owned Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the an Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in , unless the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that Committee permits the Optionee elects to elect to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant in respect of such tax obligation, such permission not to clause (i) of this subsection (c)be unreasonably withheld by the Committee; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, Any exercisable Option or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee Company at the address set out in Schedule B all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or by check wire transfer, or if the Optionee so elects, in the notice of exercise through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Option or portion thereof in a manner that is compliant with applicable law) or other form of payment if agreed by a combination thereof) the Company of the Exercise Price for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (ic) Full payment (in cash or by check wire transfer, or, if vested Options are due to expire in any event described in 3.2(a), 3.2(b) or 3.2(e), if the Optionee so elects in the notice of exercise through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Option or portion thereof in a manner that is compliant with applicable law), or other form of payment if agreed by a combination thereof) the Company, to satisfy the Optionee’s minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderthereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act Act, if applicable and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it it, to the extent required under the Management Stockholder’s Agreement, to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the ActAct or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the ActAct and/or other applicable laws, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; (i) Full payment (in cash or cash, by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) to the extent permitted by the Administrator in a manner that is compliant with the terms of the Plan, indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b), or a broker-assisted cashless exercise through a brokerage firm designated or approved by the Administrator; (i) Full payment (in cash or cash, by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; exercised or (ii) solely to the extent permitted by the Administrator in a manner that is compliant with the event that terms of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Plan, (e) or (f) above, notice in writing indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee upon exercise of such Option (or portion thereof) reduced by a number of Shares having an equivalent aggregate Fair Market Value Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee Administrator may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares. (f) At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due to the Optionee and otherwise agrees to make adequate provision for foreign (non-US), federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Option. The Company may require the Optionee to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Option or issuance of Shares upon exercise.

Manner of Exercise. An Option, Any exercisable Option or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee Company at the addresses set out in Schedule B all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash by wire transfer, if the Optionee so elects in the notice of exercise through the withholding of Shares (any such Shares valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Option in a manner that is compliant with applicable law or other form of payment if agreed by check or by a combination thereofthe Company) of the Exercise Price for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (ic) Full payment (in cash or by check or by a combination thereofwire transfer) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under (i) the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderthereunder and (ii) the Management Stockholder’s Agreement, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act Act, if applicable and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it it, to the extent required under Section 2 of the Management Stockholder’s Agreement, to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the ActAct or other applicable laws, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the ActAct and/or other applicable laws, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may (a) The Option can be exercised solely only by delivering to Grantee or other proper party as described in Section 2(b), Section 3(c) and/or Section 4(c) of this Agreement, in whole Common Shares, upon meeting the Secretary or his or her office or designee all of applicable vesting requirements for the following Option represented by this Agreement and by following, prior to the earlier of any forfeiture or termination or the Expiration Date, the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time when and from time to time. The instruction to exercise the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed must be made by the Optionee or the other a person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and shall (i) Full payment include, among other things, the number of Common Shares as to which the Option is being exercised, (in cash or by check or by ii) contain a combination thereof) for the shares representation and agreement as to Grantee's investment intent with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Common Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Company (unless a Prospectus meeting applicable requirements of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Securities Act”), and then applicable rules and regulations thereunderis in effect for the Common Shares being purchased pursuant to exercise of the Option), and (iii) be accompanied by payment in full of the Option Price for all Common Shares designated in the instruction. The instruction to exercise shall be sent as set forth in Section 7(n) of this Agreement or in such other manner pursuant to the then-applicable procedures implemented by the Administrator. (b) Except as otherwise provided for by the then-current procedures implemented by the Administrator or as otherwise specified in Section 4(c) of this Agreement, Grantee shall pay the Option Price for the Common Shares purchased in cash or by certified or bank cashier's check. (c) If, upon the close of trading on the NASDAQ Stock Market (or, in the event that the Optionee Common Shares are no longer listed and traded on the NASDAQ Stock Market, such other stock exchange on which the Common Shares are then listed and traded) (the “Market Close”) on the Expiration Date (or the last trading day prior to the Expiration Date (if the Expiration Date is not a trading day)) (the “Expiration Exercise Date”), all or any portion of the Option is vested and exercisable, then the vested and exercisable portion of the Option shall be automatically exercised upon the Market Close on the Expiration Exercise Date without any further action by Grantee (or any other person then entitled proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) pursuant to the applicable then-current procedures implemented by the Administrator (the “Expiration Exercise Procedures”), as such Administrator and Expiration Exercise Procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time. Pursuant to the Expiration Exercise Procedures: (i) the following costs and expenses will be satisfied by withholding otherwise deliverable Common Shares to be issued upon the automatic exercise of the Option: (A) the Option Price for the full number of vested Common Shares that are automatically exercised under the Option pursuant to this Section 4(c); (B) the Administrator’s fees and commissions, if any; (C) other brokerage fees and commissions, if any; and (D) all withholding and all other obligations with regard to any individual income taxes (which Grantee understands, acknowledges, agrees and hereby stipulates may be withheld at the highest then‑current tax rate), penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares in connection with the Expiration Exercise Procedures or otherwise; and (ii) the number of whole Common Shares, if any, remaining after completion of all withholding as described in subsection (i) of these Expiration Exercise Procedures shall be issued to Grantee. Without limitation of the generality of Section 2(d) of this Agreement, in the event that the amounts withheld pursuant to the Expiration Exercise Procedures are insufficient to satisfy Grantee’s actual individual income tax, penalty and/or interest obligations, Grantee understands, acknowledges, agrees and hereby stipulates that Grantee, and not the Company, shall be solely responsible and liable for payment of any deficiencies. Only an Option that is “in-the-money” at Market Close on the Expiration Exercise Date shall be automatically exercised pursuant to this Section 4(c). An Option shall be considered “in-the-money” for purposes of this Section 4(c) if the fair market value of a Common Share upon the Market Close on the Expiration Exercise Date is at least one percent (1%) greater than the Option Price. Furthermore, and without limitation of the generality of the preceding sentence, any exercise of the Option that would result in the issuance of less than one whole Common Share to Grantee pursuant to the Expiration Exercise Procedures shall not be automatically exercised pursuant to this Section 4(c). Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby expressly authorizes and agrees to the automatic exercise of the Option as provided in this Section 4(c) (and shall be deemed to have given all instructions and representations required under Section 4(a) of this Agreement in connection with the automatic exercise of the Option as provided in this Section 4(c)), and neither the approval of the Administrator, nor the consent of Grantee (or any other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) shall be required at the time of the automatic exercise of the Option pursuant to this Section 4(c). For the avoidance of doubt, Grantee may exercise any vested and exercisable portion of the Option prior to Market Close on the Expiration Exercise Date. Grantee understands, acknowledges, agrees and hereby stipulates that the automatic exercise procedure pursuant to this Section 4(c) is provided solely as a convenience to Grantee as protection against Grantee’s inadvertent failure to exercise all or any portion of an “in-the-money” Option that is vested and exercisable before such Option expires under this Agreement. Because any exercise of all or any portion thereof will of the Option is solely Grantee’s responsibility, Grantee hereby waives and releases and agrees to indemnify and hold the Company against and hold it free and harmless from and against any lossand all claims of any kind whatsoever against the Company and/or any other party (including without limitation, damage, expense the Administrator and the Company’s Grantees and agents) arising out of or liability resulting relating to the Company automatic exercise procedure pursuant to this Section 4(c) (or any failure thereof), including without limitation any resulting individual income tax, penalty and/or interest liability and/or any other liability if any sale or distribution the automatic exercise of the shares Option does occur, or does not occur for any reason or no reason whatsoever and/or the Option actually expires. (d) Unless notified by such person is contrary the Company or the Administrator to the representation and agreement referred to above; providedcontrary, however, the Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company within five (5) business days following the date that the Committee mayCompany determines that all requirements for issuance of the Common Shares have been properly completed, in including, without limitation, payment of all applicable withholding taxes. The Company shall have no obligation to issue the Common Shares upon the exercise of any portion of the Option until it has confirmed to its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure satisfaction that all requirements for the observance issuance have been accomplished. Any notice of exercise shall be void and performance of such representation and agreement and to no effect compliance with the Act and any other federal or state securities laws or regulations; andif all requisite events have not been accomplished. (e) In Unless the event Company waives applicability of this provision, the certificate or certificates for the Common Shares, if any, as to which the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optioneebook entries, appropriate proof as applicable, may be registered only in the name of Grantee (or if Grantee so requests in the notice of exercise of the Option, jointly in the name of Grantee and with a member of Grantee's family, with the right of survivorship, or in the event of the death of Grantee, in the name of such survivor of Grantee as the person or persons with the right to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesdesignate).

Manner of Exercise. An Option(a) Subject to Sections 3.02(b) and 3.03, or any exercisable portion thereofprior to the Expiration Date, Warrants may be exercised solely by delivering to a Holder in full or in part no later than 5:00 P.M., New York time, on any Business Day (the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof“Exercise Date”), stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;by (i) Full payment on the Exercise Date, (x) delivery to the Warrant Agent at its office of the related Warrant Certificate, in cash the case of Warrants issued in certificated form, or by check or by a combination thereof(y) for delivery of the shares with respect to which such Option or portion thereof is exercised or Warrant through the systems of the Depositary, in the case of Warrants issued in global form; (ii) indication that on the Optionee elects to have the number of Shares that would otherwise be issued Exercise Date, delivery to the Optionee reduced Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A, duly completed and signed by a number of Shares having an equivalent Fair Market Value the Holder; and (iii) either (A) payment in United States dollars by certified or official bank check payable to the payment that would otherwise be made order of the Company or by Optionee wire transfer of immediately available funds to an account of the Company (as designated by the Company by notice in writing to the Company Holders pursuant to Section 8.04) or (B) no earlier than the Business Day following the Exercise Date, surrendering notes of an applicable series of Designated Notes (with a principal amount of $1,000 or any whole multiple thereof) with a stated aggregate principal amount (regardless of the then current market value of such Designated Notes), excluding any accrued and unpaid interest, if any, as of the applicable date of surrender, in each case equal (or, in the case of surrender pursuant to clause (iiii)(B) in an amount at least equal) to the Exercise Price multiplied by the number of this subsection Common Shares (excluding the Incentive Share Fraction, if any) thereby purchased, subject, in the case of Designated Notes held through the Depositary, to the Depositary’s applicable procedures and the relevant Holder effecting, or arranging for, the transfer of such Designated Notes through the Depositary’s deposit and withdrawal at custodian (DWAC) system. (b) In the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in Section 3.04(a)(i);, (ii) and (iii) above through the relevant Agent Member in accordance with the procedures of the Depositary, except in the case of transactions described in clause (iii)(B), in which case such requirements shall be satisfied in accordance with the protocol set forth on Exhibit B of the Warrant Certificate, or in accordance with such other procedures as shall be agreed by the Company and the Warrant Agent. All principal of the applicable series of Designated Notes surrendered pursuant to Section 3.04(a)(iii)(B) in excess of the Exercise Price multiplied by the number of Common Shares (excluding the Incentive Share Fraction, if any) thereby purchased shall be forfeited to the Company by the Holder surrendering such Designated Notes and shall not be refunded to such Holder. (ic) Full All unpaid interest that has accrued up to, but excluding, the date that any notes of an applicable series of Designated Notes are duly surrendered pursuant to Section 3.04(a)(iii)(B) (including interest on the amount deemed forfeited pursuant to Section 3.04(b), if any)shall be forfeited to the Company by the Holder surrendering such Designated Notes and shall not be refunded to such Holder; provided if such Designated Note is surrendered between a record date and interest payment (in cash or by check or by a combination thereof) to satisfy date, interest will be paid on the minimum withholding tax obligation interest payment date with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that principal balance of the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that Designated Note as of the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c);record date. (d) A bona fide written representation If any of (w) the Warrant Certificate or (x) the election to purchase Warrant Shares, is received by the Warrant Agent after 5:00 P.M., New York time, on the date specified in Section 3.04(a), the Warrants will be deemed to be received and agreementexercised on the next succeeding Business Day, in which shall be the Exercise Date thereof. If the date specified as the Exercise Date is not a form satisfactory Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may Warrant Agent will be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting returned to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance Holder as soon as practicable. In no event will interest accrue on funds deposited with the Act and any other federal Warrant Agent in respect of an exercise or state securities laws or regulations; andattempted exercise of Warrants. (e) In the event case of a Global Warrant, whenever some but not all of the Option or portion Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, such Global Warrant shall be exercised pursuant surrendered by the Holder to Section 4.1 the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by any person such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or persons other than its nominee or custodian. (f) In the Optioneecase of a Definitive Warrant, appropriate proof whenever some but not all of the right Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the request of the Holder, to receive from the Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the number of Warrants theretofore represented by such person Definitive Warrant less the number of Warrants then exercised. (g) If a Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or persons to exercise the option. Without limiting the generality of Depositary, as applicable. (h) Notwithstanding the foregoing, the Committee may require an opinion of counsel acceptable to it or anything in Section 8.03 to the effect that any subsequent transfer contrary, the Company shall have the right, in its sole discretion, to alter, waive, revise, adjust, change or modify the requirements, time periods or other mechanics of shares acquired on exercise the process of an Option does exercising the Warrants. (i) If a Common Share Shelf Registration Statement is not violate effective at the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring Exercise Date or a prospectus relating to the provisions issuance of subsection (d) above and Warrant Shares is not current, the agreements herein. The written representation and agreement referred Holders will be able to in subsection (d) above shall, however, not be required if the shares to be issued exercise their Warrants only on a net share settled basis pursuant to such exercise have been registered the exemption from the registration requirements of the Securities Act under the Act, Section 3(a)(9) and such registration is then effective as described in respect of such sharesSection 3.05(b).

Manner of Exercise. An Option, or any Any exercisable portion thereof, of the Option may be exercised solely by delivering to the Office of the Secretary or his or her of the Company at the Company’s principal office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; provided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of this Agreement or the Plan; (ib) Full full payment (in cash or by check or by a combination thereof) of the aggregate Class C Option Price for the shares Class C Shares and the aggregate Class V Option Price for the Class V Shares, in each case with respect to which such Option or portion thereof is exercised (i) in cash (by check or wire transfer or a combination of the foregoing), (ii) indication by a “net exercise” method whereby (A) the aggregate Class C Option Price for the Class C Shares being acquired upon exercise is satisfied by the Company withholding, from the Class C Shares otherwise issuable to the Optionee, that number of Class C Shares having an aggregate Fair Market Value, determined as of the Optionee elects date of exercise, equal to have the product of (x) the Class C Option Price and (y) the number of Class C Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such the Option or portion thereof is exercised; or being exercised and (iiB) solely in the event that aggregate Class V Option Price for the Class V Shares being acquired upon exercise is satisfied by the Company withholding from the Class V Shares otherwise issuable to the Optionee’s employment terminates under circumstances identified in Section 3.2(b), that number of Class V Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the product of (ex) or the Class V Option Price and (fy) above, notice in writing that the Optionee elects to have the number of Class V Shares that would otherwise be issued with respect to which the Optionee reduced Option is being exercised, or (iii) any combination of the foregoing methods, as elected by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c)Optionee; (dc) A a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person Person then entitled to exercise such Option or portion thereof, stating that (i) unless the shares Shares are registered on a Form S-8 or the Company in its sole discretion determines that another exemption applies, the individual exercising the Option is an accredited investor (within the meaning of Common Stock Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) the Shares are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) if such exercise is for any Class C Shares, unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Management Stockholders Agreement with respect to Class C Shares to the same extent as a Management Stockholder thereunder, as provided as Annex A to the Management Stockholders Agreement; (e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and (ef) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person Person or persons Persons other than the Optionee, appropriate proof of the right of such person Person or persons Persons to exercise the optionOption. Without limiting the generality of the foregoing, any subsequent transfer of Class C Shares shall be subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Class C Shares acquired on exercise of an the Option does not violate the Securities Act, and may may, in its reasonable discretion, issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesClass C Shares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised and stating the number of shares with respect to which the Option or portion is exercised, such notice complying with all applicable rules established by the Committee;Plan Administrator; and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or exercised; or (ii) indication that With the Optionee elects consent of the Plan Administrator, a copy of instructions to have a broker directing such broker to sell the number of Shares that would otherwise be issued shares of Common Stock for which such Option is exercised, and to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee remit to the Company pursuant to clause the aggregate exercise price under such Option for such shares (i) of this subsection (ba "cashless exercise");; or (iiii) Full payment With the consent of the Plan Administrator, shares of the Company's Common Stock owned by the Employee duly endorsed for transfer to the Company with a fair market value (in cash or by check or by a combination thereofas determined under Section 2.6 of the Plan) on the date of delivery equal to satisfy the minimum withholding tax obligation aggregate purchase price of the shares with respect to which such Option or portion thereof is exercised; or (iv) With the consent of the Plan Administrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or (iisuccessor provision) solely in and payable upon such terms as may be prescribed by the event that Plan Administrator. The Plan Administrator may also prescribe the Optionee’s employment terminates under circumstances identified in Section 3.2(b)form of such note and the security to be given for such note. The Option may not be exercised, (e) however, by delivery of a promissory note or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to loan from the Company pursuant to clause (i) when or where such loan or other extension of this subsection credit is prohibited by law; and (c); (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteePlan Administrator, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Plan Administrator may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee Plan Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and arid agreement referred to in the first sentence of this subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment (in cash or by check) to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Plan Administrator, (i) a copy of instructions to a broker directing such broker to sell a number of shares of Common Stock sufficient to make such payment, and to remit to the Company the amount required to satisfy such payment, or (ii) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer with a fair market value (as determined under Section 2.6 of the Plan) on the date of delivery equal to the amount required to satisfy such payment, or (iii) a combination of one or more of the foregoing payment methods, may be used to make all or part of such payment; (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option; and (f) Delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Employee (or his designee) a certificate for the number of shares of Common Stock for which the Option was exercised or, in the case of a cashless exercise, for any such shares that were not sold in the cashless exercise.

Manner of Exercise. An Option, or any exercisable portion thereof, This Warrant may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee holder hereof, in whole or in part, during normal business hours on any Business Day on or after the other person then entitled date of this Warrant to exercise and including the Option Expiration Date, by surrender of this Warrant, with the form of subscription at the end hereof (or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination reasonable facsimile thereof) for the shares with respect to which duly executed by such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee holder, to the Company pursuant to clause (i) at its principal office at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Senior Vice President and Corporate Counsel, or such other office or agency of this subsection (b); (i) Full payment (in cash or the Company as the Company may designate by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number holder hereof at the address of Shares having an equivalent Fair Market Value to such holder appearing on the payment that would otherwise be made by Optionee to books of the Company pursuant to clause (i) or, if such exercise shall be in connection with an underwritten public offering of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own accountissuable upon the conversion of the Preferred Stock (or Other Securities) subject to this Warrant, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under at the Securities Act of 1933location at which the underwriters shall have agreed to accept delivery thereof), as amended accompanied by payment in the amount (the “ActExercise Payment Amount”)) obtained by multiplying (a) the number of shares of Original Preferred Stock (without giving effect to any adjustment therein) designated in such form of subscription by (b) $10,000. If this Warrant is exercised before April 1, and 2016, the Exercise Payment Amount may be paid solely by the exchange of an amount of the principal of the Amended 2010 Term Note then applicable rules and regulations thereunderoutstanding equal to the Exercise Payment Amount. If this Warrant is exercised on or after April 1, and that 2016, the Optionee Exercise Payment Amount may be paid, at the option of the holder, (i) in cash, by certified or other person then entitled official bank check payable to exercise such Option or portion thereof will indemnify the order of the Company against and hold it free and harmless from any loss, damage, expense or liability resulting by wire transfer of funds to the Company if any sale or distribution Company, (ii) by the exchange of an amount of the shares by such person is contrary principal of the Amended 2010 Term Note then outstanding equal to the representation and agreement referred to above; providedExercise Payment Amount, however, that the Committee may, or (iii) in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance accordance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.1F.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his Chief Financial Officer or her office or designee their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) a. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or exercised; (ii) indication that With the consent of the Committee, shares of any class of the Company's stock owned by the Optionee elects to have the number of Shares that would otherwise be issued duly endorsed for transfer to the Optionee reduced by Company with a number of Shares having an equivalent Fair Market Value (as determinable under Section 1.14 of the Plan) on the date of delivery equal to the payment that would otherwise be made by Optionee to aggregate Option price of the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation shares with respect to which such Option or portion thereof is exercised; or exercised (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that which shares shall be owned by the Optionee elects to have for more than six months at the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (ctime they are delivered); (diii) A bona fide written representation With the consent of the Committee and agreementprovided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Exchange Act delivery to the Company of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, in a form satisfactory and (y) instructions to the broker to sell such shares and promptly deliver to the Company the portion of the sale proceeds equal to the aggregate Option exercise price; (iv) With the consent of the Committee, signed by the Optionee or any other person then entitled to form of cashless exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under Section 4.4 hereof; or (v) Any combination of the Securities Act of 1933, as amended consideration provided in the foregoing subparagraphs (the “Act”i), (ii), (iii) and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting (iv); c. Full payment to the Company if any sale of all amounts which, under federal, state or distribution local law, it is required to withhold upon exercise of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulationsOption; and (e) d. In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her the Secretary’s office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the an Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in , unless the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that Committee permits the Optionee elects to elect to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant in respect of such tax obligation, such permission not to clause (i) of this subsection (c)be unreasonably withheld by the Committee; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, This option may be exercised solely by delivering as to Vested ------------------ Option Shares (i) once per year during the one-month period from December 15 to January 15, (ii) following or in connection with a Triggering Event, (iii) as provided in Section 5 hereof or (iv) to the Secretary extent of participation in a sale pursuant to Section 7 hereof. Optionee may exercise this option with respect to all or his or her office or designee all any part of the following prior Option Stock then subject to the time when the Option or such portion becomes unexercisable under Section 3.2exercise as follows: (a) Notice in writing signed by giving the Optionee or Company written notice of such exercise specifying the other person then entitled number of shares of Option Stock as to exercise the Option or portion thereof, stating that the Option or portion thereof which this option is thereby exercised, such notice complying with all applicable rules established by the Committee; so exercised and (i) Full payment (by delivering an amount equal to the aggregate Option Price of such Option Stock in the form of cash or by check a check, bank draft, or by a combination thereof) for postal or express money order payable to the shares with respect to which such Option or portion thereof is exercised or order of the Company in lawful money of the United States, or, (ii) indication that if the Optionee elects to have Board or Committee, in its sole discretion, consents thereto, by delivering a promissory note in such form and bearing such rate of interest and term as the number Board or the Committee shall, in its discretion, establish, or, (iii) if the closing of Shares that would otherwise be issued to the Optionee reduced a sale by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted in an underwritten (firm commitment) public offering registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and then applicable rules and regulations thereunderhas occurred, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting with gross proceeds to the Company if any sale or distribution of not less than $50 million, resulting in the listing of the Common Stock on a nationally recognized stock exchange, including without limitation, the NASDAQ National Market System (such a sale being a "Qualified IPO"), by delivering shares of Class B Common Stock previously acquired by Optionee and/or options, with any shares of Class B Common Stock and/or options so delivered being valued at their respective Fair Market Values on the date of exercise less, in the case of options, the exercise price thereof; and (b) if required by the Company, by giving satisfactory assurance in writing, signed by Optionee or his or her legal representative, as the case may be, that such person is contrary shares are being purchased for investment only and not with a view to the representation and agreement referred to abovedistribution thereof; provided, however, that such assurance shall be deemed inapplicable to (i) any sale of such shares by Optionee subject to a registration statement covering such sale, which has heretofore been (or may hereafter be) filed and become effective under the Committee maySecurities Act, and is current and with respect to which no stop order suspending the effectiveness thereof has been issued, and (ii) any other sale of such shares with respect to which, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel for the Company, such assurance is not required to be given in order to comply with the provisions of the Securities Act; and As soon as practicable after receipt of such written notice of exercise from Optionee, the Company shall, without transfer or issue tax or other incidental expenses to Optionee, deliver to Optionee at the office of the Company, or such other place as may be mutually acceptable to it the Company and Optionee, a certificate or certificates for such shares, which certificate or certificates may bear such legend or legends with respect to restriction or transfer thereof as counsel for the Company deems to be required by applicable provisions of law and this Agreement; provided, however, that nothing herein shall be deemed to impose upon the Company any obligation to deliver any shares of Option Stock to Optionee if, in the opinion of counsel for the Company doing so would violate any provision of: (i) the Securities Act; (ii) the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iii) any applicable listing requirements of any national securities exchange; (iv) any state securities regulation or "Blue Sky" law; or (v) requirements under any other law or regulation applicable to the effect that any subsequent issuance or transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise In no event shall the Company be required to take any affirmative action to comply with any of such laws, regulations or requirements, nor shall the Company be liable for any failure to deliver shares of Option Stock because such shares have not been registered or because a registration statement with respect thereto is not current or because such delivery would otherwise be in violation of any applicable law or regulation. In no event shall the Company be required to issue fractional shares of Option Stock, and this Option option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective exercisable except in respect of such shareswhole shares of Option Stock.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the good-faith, reasonable discretion of the Company: (a) Notice notice in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Option in cash, by check, in Shares (in cash or by check or by a combination thereofany such Shares valued at Fair Market Value on the date of exercise) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have has held for at least six months (or such lesser period of time as may be required by the number Company’s accountants), through the withholding of Shares that would otherwise be issued to the Optionee reduced by a number of (any such Shares having an equivalent valued at Fair Market Value to on the payment date of exercise) otherwise issuable upon the exercise of the Option in a manner that would otherwise be made by Optionee to is compliant with applicable law, or a combination of the Company pursuant to clause (i) of this subsection (b)foregoing methods; (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b)execution and delivery, (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number extent not previously executed and delivered, of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c)Stockholder’s Agreement; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting full payment to the Company if any sale of all amounts which, under federal, state or distribution local law, it (or an Affiliate) is required to withhold upon exercise of the shares Option, except that upon any circumstance described in Section 3.1(b), (c) or (d) above, or as otherwise may be agreed to by the Company, the Optionee may make payment of any such person is contrary to the representation and agreement referred to taxes under any method described in Section 4.3(b) above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. In addition, following an Initial Public Offering, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Shares (or equity securities into which Shares are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Shares (or equity securities, as applicable) is permitted under the Stockholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of the Option prior to the occurrence of an Option Initial Public Offering does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to Shares in the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect absence of such sharesopinion.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised (provided, however, that full payment is deemed made if the Company receives cash in respect of the exercise price no later than the date on which the Company or its agent delivers or releases Shares to the Optionee or his or her agent, which date shall not be later than three (3) business days following the date on which the Option is exercised, in the event of a cashless exercise via a third party in a manner that is compliant with applicable law) or (ii) indication notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercisedexercised (provided, however, that full payment is deemed made if the Company receives such payment no later than the date on which the Company must remit such withholding to the Internal Revenue Service in the event of a cashless exercise via a third party in a manner that is compliant with applicable law); or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); or (iii) notice in writing to the Company at least 10 days prior to date of exercise that the Optionee elects to pay the withholding tax obligation with previously owned Shares and, subject to all applicable rules established by the Committee, the delivery (or deemed delivery, as allowed by the Committee) on or prior to the date of exercise of such Shares having a Fair Market Value equal to the withholding amount; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Shares of Common Stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this the Option shall may bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary's office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee Holder or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 6.2(d) of the Plan: (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or or (ii) solely With the consent of the Administrator, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by Holder for at least six (6) months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) To the extent permitted under applicable laws, through the delivery of a notice that Holder has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (iv) With the consent of the Administrator, any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing paragraphs (i), (eii) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection iii); and (c); (d) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Administrator may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An OptionSubject to the Company’s code of conduct and securities trading policies as in effect from time to time, this Award, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary Company or his or her office or designee its designated agent all of the following prior to the time when the Option Award or such portion becomes unexercisable under Section 3.2: (a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Optionee Grantee or the other person then entitled to exercise the Option or portion thereofAward, stating that the Option or portion thereof number of SARs subject to the Award in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b);[intentionally omitted] (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option the Award or portion thereof is exercised; exercised or (ii) solely in the event indication that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee Grantee elects to have satisfy the number withholding tax obligation through an arrangement that is compliant with the Xxxxxxxx-Xxxxx Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Award and to deliver promptly to the Company an amount to satisfy the minimum withholding tax obligation that would otherwise be issued required to be paid by the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee Grantee to the Company pursuant to clause (i) of this subsection (c);, or (iii) if made available by the Company, indication that the Grantee elects to have the number of Shares that would otherwise be issued to the Grantee upon exercise of such Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this subsection (c). (d) A If required by the Company, a bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Grantee or other person then entitled to exercise such Option Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the optionAward. Without limiting the generality of the foregoing, the Committee Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option this Award (or portion thereof) does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of any portion of this Option Award shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may The Option granted hereunder shall be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior Company from time to time within the time when limits specified in Paragraph 3 hereof a notice specifying the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by number of shares the Optionee or the other person then entitled desires to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; purchase (i) Full payment (in cash or by check or by a combination thereof) for the shares and with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects has acquired the right to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause purchase, as described in Paragraph 3(a) above), together with either: (i) of this subsection a cashier's check payable in United States currency (b); (i) Full payment (in cash or by unless a personal check or by a combination thereofshall be acceptable to the Company) to satisfy the minimum withholding tax obligation with respect order of the Company for an amount equal to which the option price for such Option or portion thereof is exercisednumber of shares; or (ii) solely in with the event that prior consent of the Optionee’s employment terminates under circumstances identified in Section 3.2(b)Committee, (e) or (f) aboveand upon receipt of all regulatory approvals, notice in writing that certificate for Common Stock of the Optionee elects to have Company, valued at the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to (determined as provided in the payment that would otherwise be made by Optionee to the Company pursuant to clause (iPlan) of such Common Stock on the date of exercise of this subsection option, as payment of all or any portion of the option price for such number of shares; and (c); (diii) A bona fide written representation and agreement, in a form satisfactory to the Committee, such other instruments or agreements duly signed by the Optionee as in the opinion of counsel for the Company may be necessary or other person then entitled to exercise such Option or portion thereof, stating advisable in order that the issuance of such number of shares of Common Stock are being acquired for his own account, for investment comply with applicable rules and without any present intention of distributing or reselling said shares or any of them except as may be permitted regulations under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or appropriate state securities laws or regulations; and (e) In the event any requirement of any national securities exchange or market system on which such stock may be traded. As soon as practicable after any such exercise of the Option in whole or portion thereof shall be exercised pursuant to Section 4.1 in part by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it Company will deliver to the effect that any subsequent transfer Optionee at Optionee's address, as set forth below, a certificate for the number of shares acquired on exercise of an Option does not violate with respect to which the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under so exercised, issued in the ActOptionee's name. Such stock certificate shall carry such appropriate legend, and such registration is then effective in respect written instructions shall be given to the Company's transfer agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of such sharesthe Act or any state securities law.

Manner of Exercise. An OptionVested Options will be exercisable during the Participant's lifetime only by Participant (or the Participant's Representative), or any exercisable portion thereof, and after Participant's death only by a Representative. Vested Options may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed only by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee delivery to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide properly completed written representation and agreementexercise notice, in a form satisfactory to the Committee, signed which notice must specify the number of Shares to be purchased and the aggregate Option Price for such Shares, together with payment in full of such aggregate Option Price. No Shares will be issued until full payment therefor has been made and the Participant has executed any stockholder agreement or any other agreements in effect at such time which the Company may require its shareholders to execute. Payment may be made only: (i) in cash or by check; (ii) by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting transfer to the Company if of Shares already owned by the Participant for a period of at least six (6) months prior to such transfer; (iii) to the extent permitted by the Xxxxxxxx-Xxxxx Act of 2002 and other applicable laws, by the execution and delivery of a full recourse promissory note or other evidence of indebtedness (and any sale security agreement thereunder) satisfactory to, and in the discretion of, the Committee; (iv) by the delivery of cash or distribution the extension of credit by a broker-dealer to whom the Participant has submitted a notice of exercise or otherwise indicated an intent to exercise an Option (in accordance with Part 220, Chapter II, Title 12 of the shares Code of Federal Regulations, so-called "cashless exercise); or (v) in any combination of (i), (ii), (iii) or (iv). If any part of the payment of the Option Price is made through the transfer of Shares, such Shares will be valued by using their Fair Market Value as of their date of transfer. Vested Options may not be exercised unless there has been compliance with all the preceding provisions of this Section 4 and, for all purposes of this Agreement, the date of the exercise will be the date upon which there is compliance with all such person is contrary to the representation and agreement referred to aboverequirements; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary Participant's rights hereunder will not be adversely affected by the Participant's failure to ensure the observance and performance of such representation and agreement and so comply due solely to effect compliance with the Act and any other federal an act or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof omission of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesCompany.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the an Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in , unless the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that Committee permits the Optionee elects to elect to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant in respect of such tax obligation, such permission not to clause (i) of this subsection (c)be unreasonably withheld by the Committee; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.such

Manner of Exercise. An Any exercisable portion of the Option or the entire Option, or any exercisable portion thereofif then wholly exercisable, may be exercised from time to time solely by delivering through the electronic or telephonic system maintained by the third party designated by the Committee (or its Delegee) to administer the Secretary Plan (the “Stock Plan Award Administrator”) (or his such other method approved by the Committee (or her office or designee its Delegee)) all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by Written notice from the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the number of Shares with respect to which the Option or portion thereof is thereby being exercised, in such notice complying form as the Committee (or its Delegee) shall establish; (b) Full payment of the Exercise Price for the number of Shares with all applicable respect to which the Option is being exercised (i) in cash, (ii) by surrendering Shares (valued at Fair Market Value on the date of exercise) owned by the Optionee, (iii) by withholding Shares (valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Option, (iv) by broker-assisted exercise (in accordance with rules established by the CommitteeCommittee or its Delegee), or (v) a combination of any of the above methods, in each case unless determined otherwise by the Committee (or its Delegee), in accordance with applicable law and the requirements established by the Committee (or its Delegee) from time to time; (ic) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; , unless otherwise determined by the Committee (or (ii) solely its Delegee), in the event that the Optionee’s employment terminates under circumstances identified similar methods as provided in Section 3.2(b), 4.3(b) and in accordance with applicable law and the requirements established by the Committee (eor its Delegee) or (f) above, notice in writing that the Optionee elects from time to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c);time; ​ (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee (or its Delegee), signed or acknowledged by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee (or its Delegee) may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andand ​ ​ (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee (or its Delegee) may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. The Committee (or its Delegee) may cause a legend or legends to be placed on any Share certificates evidencing stock Shares issued on exercise of this Option shall bear an the Option, or if such Shares are issued in book-entry or electronic form, otherwise denote such Shares, to make appropriate legend referring reference to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares. For purposes of this Section 4.3, a written notice includes notice submitted through the electronic or telephonic system maintained by the Stock Plan Award Administrator or through other means pursuant to procedures approved by the Committee (or its Delegee), and a representation or agreement is considered acknowledged if it is signed or submitted electronically or telephonically in accordance with approved procedures and such electronic or telephonic acknowledgement will have the same force and effect as a manual signature. ​ Notwithstanding the above, the Committee (or its Delegee) may approve alternative procedures for exercise and for payment of the related exercise price and withholding amounts provided such alternative procedures are established in writing prior to the date of exercise.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;; and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or exercised; or (ii) indication that With the Optionee elects to have consent of the number Committee, (A) shares of Shares that would otherwise be issued to the Optionee reduced Company's Common Stock owned by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee Employee duly endorsed for transfer to the Company pursuant or (B) subject to clause the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (ias determined under the Plan) on the date of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) Option exercise equal to satisfy the minimum withholding tax obligation aggregate purchase price of the shares with respect to which such Option or portion thereof is exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iiiv) solely With the consent of the Committee, delivery of property of any kind which constitutes good and valuable consideration with a fair market value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or (v) With the consent of the Committee, any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing subparagraphs (i), (eii), (iii) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection iv); and (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the . The Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with the Plan at the date of Option exercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her office or designee of the Company (the "Secretary") of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, exercised upon delivery of such notice complying with all applicable rules established by the Committeenotice; (i) Full payment (for the shares in cash with respect to which such Option or portion is exercised; or (ii) With the consent of the Comrnittee, shares of the Company's Common Stock owned by check or by the Optionee duly endorsed for transfer to the Company with a combination thereof) for Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Option or portion thereof is exercised or exercised; or (iiiii) indication that Any combination of the Optionee elects to have consideration provided in the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause foregoing subparagraphs (i) of this subsection and (bii);; and (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (dc) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (d) above shallc); provided, however, that such legend shall not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and (d) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee the Company’s agent if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee and made available to the Optionee (or such other person then entitled to exercise the Option); (ib) Full payment (in cash or cash, by check cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company or by a combination thereof) of the Exercise Price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or ; (iic) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the Full payment that would otherwise be made by Optionee to the Company pursuant or any Subsidiary by which the Optionee is employed (the “Employer”), of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to clause (i) withhold upon exercise of this subsection (c);the Option; and (d) A bona fide written representation In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan and/or any social security contributions recoverable from and agreement, in a form satisfactory legally applicable to the CommitteeOptionee (the “Tax-Related Items”), signed the Optionee has either: (i) made full payment to the Employer of an amount equal to the Tax-Related Items, or (ii) entered into arrangements acceptable to the Employer or another Subsidiary to secure that such a payment is made (whether by withholding from the Optionee’s wages or other cash compensation paid to the Optionee or other person then entitled to from the proceeds of the sale of Shares acquired at exercise such of the Option either through a voluntary sale or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify through a mandatory sale arranged by the Company against and hold it free and harmless from any loss, damage, expense or liability resulting (on the Optionee’s behalf pursuant to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andthis authorization)); (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may prior to exercise require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the ActU.S. Securities Exchange Act of 1934, as amended, and may issue stop-transfer orders in the U.S. covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An OptionOption to Purchase, or any exercisable portion thereof, may be exercised solely by delivering a Management Stockholder who is not an executive officer of the Company in the manner described in the Section titled “Exercising Your Stock Options” appearing in “A Guide to the Secretary or his or her office or designee all Amphenol Corporation Stock Option Plan” appearing on the Company’s Client Home Page available through xxx.xxxxxxxxxxxxx.xxx. An executive officer of the following prior to Company will require the time when assistance of the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by Chairman, the Optionee Chief Financial Officer or the other person then entitled General Counsel of the Company and the assistance of Xxxxx Xxxxxx, as the administrator of the Plan, to exercise the any Option to Purchase, or any exercisable portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by . The Optionee may be asked to provide a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) and In the event the Option to Purchase or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, the Committee may require appropriate proof of the right of such person or persons to exercise the optionOption to Purchase. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option to Purchase does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this an Option to Purchase shall bear an appropriate legend referring to the provisions of subsection (d) the second paragraph above and the agreements herein. The written representation and agreement referred to in subsection (d) the second paragraph above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or any exercisable portion thereof, electronic notice to the Administrator through the Company's Stock Plan Administration System of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice and specifying the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be exercised solely made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Secretary or his or her office or designee all of the following prior Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the time when Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price, or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. In addition, to the extent that (1) this Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed remains outstanding and has not been exercised by the Optionee or as of the other person then entitled to Expiration Date and (2) the Fair Market Value of the Stock exceeds the exercise price of the Option by at least one percent on such date, then this Option shall automatically be exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in (iv), above. The transfer to the Optionee on the records of the Company or portion thereof, stating that of the transfer agent of the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; Shares will be contingent upon (i) Full payment (in cash or by check or by a combination thereof) the Company's receipt from the Optionee of the full purchase price for the shares with respect to which such Option or portion thereof is exercised or Shares, as set forth above, (ii) indication the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Optionee elects Company may require to have satisfy itself that the number issuance of Shares that would otherwise Stock to be issued purchased pursuant to the Optionee reduced by a number exercise of Shares having an equivalent Fair Market Value to Stock Options under the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) Plan and any subsequent resale of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may will be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act applicable laws and any other federal or state securities laws or regulations; and (e) . In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option or portion thereof shall be net of the Shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to Section 4.1 by any person the terms hereof, the Company or persons other than the transfer agent shall have transferred the shares to the Optionee, appropriate proof and the Optionee's name shall have been entered as the stockholder of record on the books of the right Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of such person Stock. (c) Notwithstanding any other provision hereof or persons to exercise the option. Without limiting the generality of the foregoingPlan, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise no portion of this Stock Option shall bear an appropriate legend referring to be exercisable after the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesExpiration Date hereof.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to to the Secretary or his or her office or designee the Company’s agent if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee and made available to the Optionee (or such other person then entitled to exercise the Option); (ib) Full payment (in cash or cash, by check cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company or by a combination thereof) of the Option Price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or ; (iic) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the Full payment that would otherwise be made by Optionee to the Company pursuant or any Subsidiary by which the Optionee is employed (the “Employer”), of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to clause (i) withhold upon exercise of this subsection (c);the Option; and (d) A bona fide written representation In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan and/or any social security contributions recoverable from and agreement, in a form satisfactory legally applicable to the CommitteeOptionee (the “Tax-Related Items”), signed the Optionee has either: (i) made full payment to the Employer of an amount equal to the Tax-Related Items, or (ii) entered into arrangements acceptable to the Employer or another Subsidiary to secure that such a payment is made (whether by withholding from the Optionee’s wages or other cash compensation paid to the Optionee or other person then entitled to from the proceeds of the sale of Shares acquired at exercise such of the Option either through a voluntary sale or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify through a mandatory sale arranged by the Company against and hold it free and harmless from any loss, damage, expense or liability resulting (on the Optionee’s behalf pursuant to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andthis authorization)). (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may prior to exercise, require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the ActU.S. Securities Exchange Act of 1934, as amended, and may issue stop-transfer orders in the U.S. covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or cash, by check check, or by a combination thereofthereof or through tender of previously owned Shares (any such Shares valued at Fair Market Value on the date of exercise) that the Participant has held for at least six months (or such other period as may be required by the Company’s accountants but only to the extent required to avoid liability accounting under FAS 123(R) or any successor standard thereto)) for the shares Shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by the Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares Shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) Notice notice in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Option in cash, by check, in Shares (in cash or by check or by a combination thereofany such Shares valued at Fair Market Value on the date of exercise) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have has held for at least six months (or such lesser period of time as may be required by the number Company’s accountants), through the withholding of Shares that would otherwise be issued to the Optionee reduced by a number of (any such Shares having an equivalent valued at Fair Market Value to on the payment date of exercise) otherwise issuable upon the exercise of the Option in a manner that would otherwise be made by Optionee to is compliant with applicable law, or a combination of the Company pursuant to clause (i) of this subsection (b)foregoing methods; (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b)execution, (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced extent not previously executed, of the Stockholder’s Agreement and such other documents and instruments as may be reasonably required by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to Committee under the Company pursuant to clause (i) of this subsection (c)Plan; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting full payment to the Company if any sale of all amounts which, under federal, state or distribution local law, it (or an Affiliate) is required to withhold upon exercise of the shares Option, except as otherwise agreed to by such person is contrary to the representation and agreement referred to above; provided, however, that Company under the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andPlan; (e) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option; and (f) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an Initial Public Offering by the Company, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Shares (or equity securities into which Shares are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Shares (or equity securities, as applicable) is permitted under the Stockholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the aggregate Option Price (in cash or cash, by check check, by wire transfer or by a combination thereofof the foregoing) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (dc) A a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person Person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock Shares are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”)amended, and then the applicable rules and regulations thereunderthereunder (the “Securities Act”), and that the Optionee or other person Person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares Shares by such person Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Stockholders Agreement to the same extent as a Management Stockholder thereunder, in form and substance reasonably satisfactory to the Company; (e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; and (ef) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person Person or persons Persons other than the Optionee, appropriate proof of the right of such person Person or persons Persons to exercise the optionOption. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements hereinShares. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares Shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee the Company’s agent, if so directed all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee and made available to the Optionee (or such other person then entitled to exercise the Option); (ib) Full payment (in cash or cash, by check cheque, electronic transfer, by way of a cashless exercise as approved by the Company, by way of surrender of Shares to the Company, by withholding in Shares to be issued upon Option exercise as approved by the Company in its sole discretion, or by a combination thereof) of the Exercise Price for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, provided the Shares surrendered or withheld have a fair market value (determined as of the day preceding the date of exercise) that is not less than such Exercise Price or part thereof and any Tax-Related Items (as defined in (d) below); (c) Full payment to the Company or any Subsidiary, by which the Optionee is employed (the “Employer”) of all income tax, payroll tax, payment on account, and social insurance contributions amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon exercise of the Option; and (d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the Optionee’s participation in the Plan and/or any social security contributions recoverable from and legally applicable to the Optionee (the “Tax-Related Items”), the Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or (ii) solely in withholding from proceeds of the event that sale of Shares issued at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s employment terminates under circumstances identified behalf pursuant to this authorization); or (iii) withholding in Section 3.2(b)Shares to be issued at exercise of the Option. To avoid any negative accounting treatment, (e) the Company may withhold or (f) aboveaccount for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, notice in writing that for tax purposes, the Optionee elects is deemed to have been issued the full number of Shares that would otherwise be issued subject to the Optionee reduced by exercised Option, notwithstanding that a number of Shares having an equivalent Fair Market Value to are held back solely for the payment that would otherwise be made by purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan. Finally, the Optionee shall pay to the Company pursuant or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to clause (i) withhold or account for as a result of this subsection (c); (d) A bona fide written representation and agreement, the Optionee’s participation in a form satisfactory to the Committee, signed Plan that cannot be satisfied by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andmeans previously described. (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may may, prior to exercise, require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an Option does not violate the Act, Exchange Act and may issue stop-transfer orders in the U.S. covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An OptionOption to Purchase, or any exercisable portion thereof, may be exercised solely by delivering in the manner described in the Section titled “Exercising Your Stock Options” appearing in “A Guide to the Secretary or his or her office or designee all of Amphenol Corporation Stock Option Plan” appearing on the following prior Company’s Client Home Page available through wxx.xxxxxxxxxxxxx.xxx. The Optionee may be asked to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by provide a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) and In the event the Option to Purchase or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption to Purchase. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option to Purchase does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this an Option to Purchase shall bear an appropriate legend referring to the provisions of subsection (d) the second paragraph above and the agreements herein. The written representation and agreement referred to in subsection (d) the second paragraph above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Manner of Exercise. An OptionPrior to its expiration pursuant to the terms of this Award Agreement, or any exercisable portion thereof, each Option may be exercised solely exercised, in whole or in part (provided that the Company shall not be required to issue fractional shares), by delivering delivery of written notice of exercise to the Secretary or his or her office or designee all secretary of the following prior to Company accompanied by the time when full exercise price of the Shares being purchased. The exercise price of the Option or such portion becomes unexercisable under Section 3.2may be paid in the following manner: (a) Notice cash or check payable to the Company (in writing signed U.S. dollars); (b) other Shares that (A) are owned by the Optionee Participant who is purchasing Shares pursuant to an Option, (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is being exercised, (C) were not acquired by such Participant pursuant to the exercise of an Option, unless such Shares have been owned by such Participant for at least six months or such other period as the Committee may determine, (D) are all, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the transfer of such shares to or by the Company (other person then entitled than such restrictions as may have existed prior to an issuance of such Shares by the Company to such Participant), and (E) are duly endorsed for transfer to the Company; (c) a cashless exercise program that the Committee may approve, from time to time in its discretion, pursuant to which a Participant may concurrently provide irrevocable instructions (A) to such Participant's broker or dealer to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the exercise price of the Option plus all applicable taxes required to be withheld by the Company by reason of such exercise, and (B) to the Company to deliver the certificates for the purchased Shares directly to such broker or dealer in order to complete the sale; or (d) any combination of the foregoing methods of payment. The Company shall not be required to deliver Shares pursuant to the exercise of an Option until payment of the full exercise price therefore is received by the Company. . The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to exercise the Option or portion thereof, stating that for all of the Shares vested under the Option or portion thereof is thereby exercisedduring any period set forth above, such notice complying with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of then any Shares that would otherwise be issued subject to the Optionee reduced by a number Option that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company Option pursuant to clause (i) Sections 2 and 5 of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy Award Agreement and the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution terms of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionPlan. Without limiting the generality of the foregoing, the Committee Fractional Shares may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharespurchased.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercisedexercised and indicating the extent to which the portion of the Option being exercised constitutes Incentive Stock Options, such notice complying with all applicable rules established by the Committee; (ib) Full payment (in cash or cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b)exercised; (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “"Act”"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the optionOption. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (dc) above and the agreements herein. The written representation and agreement referred to in subsection (dc) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares. In addition to the foregoing, after a Public Offering (as defined in the Management Stockholder's Agreement), the Optionee may, in the Committee's good faith discretion, make payment of the exercise price (as required in Section 4.3(b) above) in shares of Common Stock that the Optionee has held for at least six months or otherwise pursuant to an irrevocable broker loan program established in accordance with applicable law.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Board. Such notice shall be substantially in the form attached as Exhibit “B” (or such other form as is prescribed by the Board); and (i) Full payment (in cash or by check or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised, to the extent permitted under applicable laws; or or (ii) solely With the consent of the Board, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or (iv) With the consent of the Board, any combination of the consideration provided in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(bforegoing subparagraphs (i), (eii) or and (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection iii); and (c); (d) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Board may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Board, (i) shares of Common Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his or her office or designee of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) Notice notice in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (ib) Full full payment of the exercise price applicable to any Option in cash, by check, in Shares (in cash or by check or by a combination thereofany such Shares valued at Fair Market Value on the date of exercise) for the shares with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have has held for at least six months (or such lesser period of time as may be required by the number Company’s accountants), through the withholding of Shares that would otherwise be issued to the Optionee reduced by a number of (any such Shares having an equivalent valued at Fair Market Value to on the payment date of exercise) otherwise issuable upon the exercise of the Option in a manner that would otherwise be made by Optionee to is compliant with applicable law, or a combination of the Company pursuant to clause (i) of this subsection (b)foregoing methods; (ic) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b)execution, (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced extent not previously executed, of the Stockholder’s Agreement and such other documents and instruments as may be reasonably required by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to Committee under the Company pursuant to clause (i) of this subsection (c)Plan; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting full payment to the Company if any sale of all amounts which, under federal, state or distribution local law, it (or an Affiliate) is required to withhold upon exercise of the shares Option, except as otherwise agreed to by such person is contrary to the representation and agreement referred to above; provided, however, that Company under the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; andPlan; (e) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the option; and (f) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Optionee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Shares (or equity securities into which Shares are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Shares (or equity securities, as applicable) is permitted under the Stockholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on exercise of an the Option does not violate the ActSecurities Act of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesShares.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary of the Company or his or her the Secretary’s office or designee of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3: (a) An Exercise Notice in writing signed by the Optionee Participant or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee;Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 5.1(c) of the Plan, full payment for the shares of Stock with respect to the Option is being exercised, pursuant to one or more of the following methods: (i) Full payment (in In cash or by check check; or (ii) Through the delivery of previously-acquired shares of Stock duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or by exercised portion thereof; or (iii) Through the delivery of a combination thereof) for the shares notice that Participant has placed a market sell order with a broker with respect to which such Option or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); (i) Full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which such Option or portion thereof is exercised; or (ii) solely in the event that the Optionee’s employment terminates under circumstances identified in Section 3.2(b), (e) or (f) above, notice in writing that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the payment that would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (c); (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention then issuable upon exercise of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunderOption, and that the Optionee or other person then entitled broker has been directed to exercise such Option or pay a sufficient portion thereof will indemnify of the Company against and hold it free and harmless from any loss, damage, expense or liability resulting net proceeds of the sale to the Company if any sale or distribution in satisfaction of the shares by such person is contrary to the representation and agreement referred to aboveOption exercise price; provided, howeverthat payment of such proceeds is made to the Company upon settlement of such sale; or (iv) By directing the Company to withhold such number of shares of Stock otherwise issuable in connection with the exercise of the Option having an aggregate Fair Market Value equal to the exercise price of the Option or exercised portion thereof; or (v) Subject to any applicable laws, that any combination of the Committee consideration provided in the foregoing paragraphs (i), (ii), (iii) and (iv); and (c) The Administrator may, in its reasonable absolute discretion, take whatever additional actions it deems reasonably necessary appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulationsregulations and any other applicable law; and (d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under Section 4.3(b), subject to Section 14.3 of the Plan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (d) above and the agreements herein. The written representation and agreement referred to in subsection (d) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such sharesOption.