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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 Chairman or his office 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;Company; and (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 Company may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; 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 Optionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An OptionThe option, or any exercisable portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office President of the Company of all of the following items prior to the time when the Option option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option option or portion thereof, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the CommitteeAdministrator; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such Option option or portion thereof is exercised; (c) 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 option or portion thereof, stating that the shares of 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 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shall), however, 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 any portion thereof shall be exercised pursuant to Section 2.1 by any person or persons other than the Optionee, appropriate proof, reasonably satisfactory to the Administrator, of the right of such person or persons to exercise the option. (e) As a condition to the issuance of Shares upon Option exercise (whether to the Optionee or to his beneficiary), the Company shall have the right to withhold from payments otherwise due and owing to the Optionee (or his beneficiary) or to require the Optionee (or his beneficiary) to remit to the Company in cash upon demand an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, or local withholding tax requirements at the time the Optionee (or his beneficiary) recognizes income for federal, state, or local tax purposes as the result of the receipt of Shares pursuant to this Agreement.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised prior to its expiration to the extent such Option is vested, solely by delivering delivery to the Secretary of the Company (or his office any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.23.3 hereof: (a) Notice An exercise notice in writing signed a form specified by the Optionee or the other person then entitled to exercise the Option or portion thereofAdministrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator. Such notice of exercise shall be executed and delivered by the person exercising such Options; (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares of Stock with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which shall be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company; (c) A bona fide Any other 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 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 representations as may be permitted under required in the Administrator’s reasonable discretion to evidence compliance with 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 applicable law, it is required to withhold upon exercise of the Optionrule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the OptioneeParticipant, appropriate proof (satisfactory to the Company in its sole discretion) of the right of such person or persons to exercise the optionOption. Without limiting the generality Notwithstanding any of the foregoing, the Committee Company shall have the right to specify all conditions of the manner of exercise, which conditions may require an opinion of counsel acceptable vary by country and which may be subject to it change from time 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 sharestime.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by be delivering to the Secretary or his 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 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; (b) Full full payment (in cash, by check or by a combination thereof) of the Option Price for the shares with respect to which such Option or portion thereof is exercised; (c) A 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 or 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 Corporation against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company Corporation if any sale or distribution of o the shares by such person is in contrary to the representation and agreement referred to above; providedPROVIDED, howeverHOWEVER, that the Committee may, in its absolute discretion, take whatever additional addition actions it deems 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 full payment to the Company Corporation of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein.

Manner of Exercise. An Option, or any exercisable portion thereof, may Option shall be deemed exercised solely by delivering to the Secretary or his office upon delivery of all of the following prior to the time when Secretary of the Option Company or such portion becomes unexercisable under Section 3.2his or her office: (ai) 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; (b) Full payment (in cash, by check or by a combination thereof) for Committee stating that the shares with respect to which such Option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee . The Optionholder or other person then entitled and authorized to exercise such the Option shall sign the notice; (ii) Such representations and documents as the Committee, in its discretion, deems necessary, appropriate or portion thereof, stating that the shares advisable to effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable any other federal or state securities laws, 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 regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems necessary, appropriate to ensure the observance and performance of such representation and agreement and or advisable to effect compliance with the Act such compliance, including, without limitation, placing legends on share certificates and any other federal or state securities laws or regulationsissuing stop-transfer notices to transfer agents and registrars; (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 (eiii) In the event that the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeOptionholder, appropriate proof of the right of such person or persons to exercise the option. Without limiting Option; and (iv) Full payment (by certified or bank check or by wire transfer of immediately available funds) to the generality Secretary of the foregoingCompany for the Option Shares with respect to which Options are exercised and any applicable withholding taxes. In its discretion, however, the Committee may require (A) allow a delay in payment up to thirty (30) days from the date the Option is exercised; (B) allow payment, in whole or in part, through the delivery of shares of Common Stock owned by the Optionholder (including, subject to Section 4(c), Option Shares issuable upon such exercise), duly endorsed for transfer to WCP, having an opinion Aggregate Market Value (as hereinafter defined) on the date of counsel acceptable to it delivery equal to the effect that aggregate Exercise Price of the Options; (C) allow payment, in whole or in part, through the delivery of property of any subsequent transfer kind which constitutes good and valuable consideration; (D) allow payment, in whole or in part, through the delivery of shares acquired on exercise a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of an Option does not violate interest under the ActCode) and payable upon such terms as may be prescribed by the Committee; or (E) allow payment through any combination of the consideration provided in the foregoing subparagraphs (B), (C) and (D). In the case of a promissory note, the Committee may issue stop-transfer orders covering also prescribe the form of such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above note and the agreements hereinsecurity to be given for such note. The written representation and agreement referred to in subsection (c) above shallNo Option may be exercised, however, not be required if by delivery of a promissory note or by a loan from the shares to be issued pursuant to Company when or where such exercise have been registered under the Act, and such registration loan or other extension of credit is then effective in respect of such sharesprohibited by law.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office 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;; and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the option, with a fair market value (as determined under the Plan) 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 (iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) 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 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 . The Committee may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 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 Optionee duly endorsed for transfer, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the option, valued at fair market value (as determined under the Plan) as of the date of the 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 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 office 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 in writing signed by the Optionee Director 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 (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer to the Company with a fair market value (as determined by the Board) 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 (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee Director or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Director 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 Committee . The Board may, in its absolute discretion, take whatever additional actions it deems 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; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); 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 Director, 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 Option may be exercised solely by delivering delivery to the Secretary or his office 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 A written notice stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (bi) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Board in its sole discretion, property of any kind which constitutes good and valuable consideration; or (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his his, her or its 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 Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (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 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 exercise does not violate the ActSecurities Act or any other federal or state securities laws or regulations, 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the ActSecurities Act and any other federal or state securities laws or regulations, and such registration is then effective in respect of such shares; and (d) Full payment to the Company of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option in cash, or with the consent of the Board, other good and valuable consideration, equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or any 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 The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.3 hereof or as otherwise provided under the Plan: (a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (b) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such the Option, or portion thereof, is exercised. However, the Committee, may in its discretion (i) 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 is exercised;thereof; (ii) 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 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 and any applicable withholding or other employment taxes; or (iii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (i) and (ii). (c) 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 the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (and 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 absolute discretion, take whatever additional actions it deems 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;. 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 the 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 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; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 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; (b) Full payment (in cash, by check check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Company, or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form reasonably 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 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 by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company (in cash, by check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Company, 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 the Secretary's office 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 Director 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; (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee Director or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Director 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 absolute discretion, take whatever additional actions it deems 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;. 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 upon exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation, agreement and legend referred to in 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. (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; 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 OptioneeDirector, 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 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 CommitteeAdministrator. 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); (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; (c) 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 stock 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment regulations 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 Company effect that any subsequent transfer of all amounts whichshares acquired on an Option exercise does not violate the Securities Act, under federal, state or local law, it is required to withhold upon and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the OptionOption 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 (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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2may no longer be exercised pursuant to the provisions of Article 3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofOption, stating that the Option or a portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which the Option or portion is exercised; or (ii) If the Committee shall so permit, shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer to the Company with a 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 (iii) If the Committee shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii). (c) A bona fide written representation and agreement, 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 stock Common Stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 the shares acquired on upon the exercise of an the Option does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereinherein and therein. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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. (d) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Director, 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 office 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;Committee or the Board; and (bi) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; or (ii) With the consent of the Committee, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, 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; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee 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 Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the 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 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 The Option, or any exercisable portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee Recipient 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 (if any) established by the Committee; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such the Option or portion thereof is exercised; (c) Full payment (in cash or by cashiers' or certified check) upon demand an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the receipt of Shares pursuant to the exercise of the Option or portion thereof; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Recipient or other person then entitled to exercise such the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 exercise 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shalld), however, 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 (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4 of the Agreement by any person or persons other than the Recipient, appropriate proof, satisfactory to the Committee, 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 or his office 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;; and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, 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 (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 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; (iv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); and (c) 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 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 . The Committee may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or, (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued at Fair Market Value as of 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 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 office of the Company 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 thereofany portion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised; or (ii) If the Committee in its sole discretion shall so permit, shares of Common Stock owned by the Employee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate purchase price of the shares with respect to which the Option or portion is exercised; (iii) If the Committee in its sole discretion shall so permit, through a cashless exercise; or (iv) If the Committee in its sole discretion shall so permit, a combination of the consideration provided in the foregoing subsections 4.3(b)(i), 4.3(b)(ii) and 4.3(b)(iii); (c) A bona fide written representation and agreement, agreement in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such the Option or portion thereofportion, stating that the shares of stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions action it deems 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 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 exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c4.3(c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c4.3(c) 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, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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. In addition to the foregoing, 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 by the Committee; and may also pay any taxes required to be withheld and paid upon any exercise (as required in Section 4.3(d) above) pursuant to an irrevocable broker loan program established by the Committee. 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 of the Company or his the Secretary’s office 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 hereto (or such other form as is prescribed by the Committee); and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised;, to the extent permitted under applicable laws; or (ii) 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 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 (iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) 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 stock 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;. Without limiting the generality of the foregoing, the 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 state, local or local 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 stock Shares are being acquired for his its 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 the 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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 (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. Without limiting the generality of the foregoingthis Section 4.3, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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) the shares of stock are being acquired for his the Optionee's or such other Person'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 (ii) except as provided below, the Optionee or other person Person then entitled to exercise such Option or portion thereof will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the shares (each, a "Transfer") at any time prior to the tenth anniversary of the date of the Effective Time and (iii) 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 Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 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, 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 (c) above and the agreements herein. The written representation and agreement referred to in clause (i) of subsection (c) 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.. The written agreement referred to in clause (ii) of subsection (c) above will permit only the following Transfers prior to the tenth anniversary of the Effective Time:

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2may no longer be exercised pursuant to the provisions of Article 3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofOption, stating that the Option or a portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which the Option or portion is exercised; or (i) If the Committee shall so permit, shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer to the Company with a 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 (ii) If the Committee shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii); (c) A bona fide written representation and agreement, 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 stock Common Stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 the shares acquired on upon the exercise of an the Option does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and Section 5.2 and the agreements hereinherein and therein. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) A written Joinder to the Shareholders Agreement, as provided in Section 5.2 hereof; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person other than the Employee, appropriate proof of the right of such person to exercise the Option.

Manner of Exercise. An OptionThe option, or any exercisable portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee Recipient or the other person then entitled to exercise the Option option or portion thereof, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the Stock Option Committee; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such Option option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the Stock Option Committee, signed by the Optionee Recipient or other person then entitled to exercise such Option option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient or other person then entitled to exercise such Option 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 Stock Option Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 Stock Option Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option 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 (c) above and the agreements herein. The written representation representations and agreement referred to in subsection the first sentence of this subparagraph (c) above shall), however, 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 any portion thereof shall be exercised pursuant to paragraph 4 of the Agreement by any person or persons other than the Recipient, appropriate proof, satisfactory to the Stock Option Committee, 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 office 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 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;Board; and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Board, shares of the Company's Common Stock owned by the Employee duly endorsed for transfer to the Company with a fair market value (as determined by the Board) 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 (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 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 Committee . The Board may, in its absolute discretion, take whatever additional actions it deems 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; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 Board, shares of the Company's Common Stock owned by the Employee duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); 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 office Board of all of the following prior to the time when expiration of 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 thereofhis Eligible Representative, stating that the Option Option, or a portion thereof thereof, is thereby exercised, such . Such notice complying shall comply with all applicable reasonable rules established by the CommitteeBoard and previously conveyed in writing to the Employee or his Eligible Representative; (b) Full payment (in cash, by check cash or by a combination thereofbank or cashier’s check) for the shares with respect to which such Option Option, or portion thereof thereof, is exercised; (c) A Unless the shares of Common Stock acquired are registered prior to the exercise of the Option, a bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofhis Eligible Representative, stating that the shares of stock 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 Employee or other person then entitled to exercise such Option or portion thereof his Eligible Representative, 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 Company may, in its absolute discretion, take whatever additional actions it deems 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. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent Transfer of shares acquired through exercise of the Option, or any portion thereof, does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing the Common Stock issued on exercise of this 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; (d) Full payment to the Company (or successor corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and (e) In the event the Option Option, or any portion thereof thereof, shall be exercised pursuant to Section 4.1 by any person or persons other than the Optioneean Eligible Representative, 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.5: (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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2unexercisable: (a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (bi) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Committee, through the delivery of property of any kind which constitutes good and valuable consideration or other manner of payment provided in Section 6.2(e) of the Plan; or (iii) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) 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 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 . The Committee may, in its absolute reasonable discretion, take whatever additional actions it deems 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; (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 Option 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 the Shareholders' Agreement and this subsection (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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, that prior to the date of Termination of Employment, with the consent of the Committee, shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the 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 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) To the extent required by the Administrator, a Consent of Spouse from the spouse of the Optionee.

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 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 CommitteeAdministrator. 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); (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; (c) 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 stock 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment regulations 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 Company effect that any subsequent transfer of all amounts whichshares acquired on an Option exercise does not violate the Securities Act, under federal, state or local law, it is required to withhold upon and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the OptionOption 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 (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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, cash or by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 Holdco against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company Holdco 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 Holdco 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 Option shall be deemed exercised solely by delivering to the Secretary or his office upon delivery of all of the following prior to the time when Secretary of the Option Company or such portion becomes unexercisable under Section 3.2his or her office: (ai) 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; (b) Full payment (in cash, by check or by a combination thereof) for Committee stating that the shares with respect to which such Option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to . The Optionholder shall sign the Committee, signed by the Optionee notice or other person then entitled and authorized to exercise such Option the Option; (ii) Such representations and documents as the Committee, in its discretion, deems necessary, appropriate or portion thereof, stating that the shares advisable to effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable any other federal or state securities laws, 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 regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems necessary, appropriate to ensure the observance and performance of such representation and agreement and or advisable to effect compliance with the Act such compliance, including, without limitation, placing legends on share certificates and any other federal or state securities laws or regulationsissuing stop-transfer notices to transfer agents and registrars; (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 (eiii) In the event that the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeOptionholder, appropriate proof of the right of such person or persons to exercise the option. Without limiting Option; and (iv) Full payment (by certified or bank check or by wire transfer of immediately available funds) to the generality Secretary of the foregoingCompany for the Option Shares with respect to which Options are exercised and any applicable withholding taxes. In its discretion, however, the Committee may require (A) allow a delay in payment up to thirty (30) days from the date the Option is exercised; (B) allow payment, in whole or in part, through the delivery of shares of Common Stock owned by the Optionholder (including, subject to Section 4(c), Option Shares issuable upon such exercise), duly endorsed for transfer to WCP, having an opinion Aggregate Market Value (as hereinafter defined) on the date of counsel acceptable to it delivery equal to the effect that aggregate Exercise Price of the Options; (C) allow payment, in whole or in part, through the delivery of property of any subsequent transfer kind which constitutes good and valuable consideration; (D) allow payment, in whole or in part, through the delivery of shares acquired on exercise a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of an Option does not violate interest under the ActCode) and payable upon such terms as may be prescribed by the Committee; or (E) allow payment through any combination of the consideration provided in the foregoing subparagraphs (B), (C) and (D). In the case of a promissory note, the Committee may issue stop-transfer orders covering also prescribe the form of such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above note and the agreements hereinsecurity to be given for such note. The written representation and agreement referred to in subsection (c) above shallNo Option may be exercised, however, not be required if by delivery of a promissory note or by a loan from the shares to be issued pursuant to Company when or where such exercise have been registered under the Act, and such registration loan or other extension of credit is then effective in respect of such sharesprohibited by law.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised only in accordance with the terms of this Agreement and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.2the terms of this Agreement: (a) Notice in writing signed by the Optionee Recipient 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 (if any) established by the CommitteeCompany; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such the Option or portion thereof is exercised; (c) Full payment (in cash or by cashiers' or certified check) upon demand of an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the receipt of Shares pursuant to the exercise of the Option or portion thereof; (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Recipient or other person then entitled to exercise such the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient 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 Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 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 exercise does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise . (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4 of this Option shall bear an the Agreement by any person or persons other than the Recipient, appropriate legend referring proof, satisfactory to the provisions Company, of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 right of such sharesperson or persons to exercise the Option.

Manner of Exercise. An OptionThe option, or any exercisable portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office President of the Company of all of the following items prior to the time when the Option option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option option or portion thereof, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the CommitteeAdministrator; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such Option option or portion thereof is exercised; (c) 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 option or portion thereof, stating that the shares of 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 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shall), however, 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 any portion thereof shall be exercised pursuant to Section 2.1 by any person or persons other than the Optionee, appropriate proof, reasonably satisfactory to the Administrator, 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 of the Company or his the Secretary’s office 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 CommitteeAdministrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other substantially similar form as may be prescribed by the Administrator); (b) Full payment (in cash, by check or by a combination thereof) for the shares of Common Stock with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; (c) 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 stock 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"), or other applicable law and any then applicable rules and regulations thereunder, 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local foreign securities laws or regulations and any other applicable law. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it is required to withhold upon 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 OptionOption 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 (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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 or his office 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 A written notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (b) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised;; or (i) With the consent of the Administrator, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company’s 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; or (ii) With the consent of the Administrator, any other consideration permitted under the Plan; and (c) 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 thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 Administrator may, in its absolute sole discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; with the consent of the Administrator in the form of, (i) shares of the Company’s Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; provided that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option (or which may be repurchased from the Optionee of such Option within six months after such shares of Common Stock were acquired by the Optionee from the Company) in order to satisfy the Optionee’s federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; 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 Optionee, appropriate proof of the right of such person or persons to exercise the Option. By signing this Agreement, the Optionee agrees not to sell any shares of the Company’s Common Stock issued upon exercise of the Option at a time when applicable laws or Company policies prohibit a sale. This restriction will apply as long as the Optionee is an employee, consultant or director of the Company or a Subsidiary.

Manner of Exercise. An OptionThe option, or any exercisable portion thereof, may be exercised only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee Recipient or the other person then entitled to exercise the Option option or portion thereof, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the CommitteeStock Option Committee (or in its absence, the Compensation Committee or the Board of Directors of the Company, as may be applicable); (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such Option option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeStock Option Committee (or in its absence, the Compensation Committee or the Board of Directors of the Company, as may be applicable), signed by the Optionee Recipient or other person then entitled to exercise such Option option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act""), and then applicable rules and regulations thereunder, and that the Optionee Recipient or other person then entitled to exercise such Option 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. The Stock Option Committee (or in its absence, howeverthe Compensation Committee or the Board of Directors of the Company, that the Committee as may be applicable) may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 Stock Option Committee (or in its absence, the Compensation Committee or the Board of Directors of the Company, as may be applicable) may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option 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 (c) above and the agreements herein. The written representation representations and agreement referred to in subsection the first sentence of this subparagraph (c) above shall), however, 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 any portion thereof shall be exercised pursuant to paragraph 4 of the Agreement by any person or persons other than the Recipient, appropriate proof, satisfactory to the Stock Option Committee (or in its absence, the Compensation Committee or the Board of Directors of the Company, as may be applicable), 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 office 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 in writing signed by the Optionee Director 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 (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer to the Company with a fair market value (as determined by the Board) 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 (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee Director or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Director 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 Committee . The Board may, in its absolute discretion, take whatever additional actions it deems 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; (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 Board 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-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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); 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 Director, 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 office 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; (b) Full payment (in cash, by check check, through the exchange of previously acquired shares which have been owned by the Optionee for no less than six (6) months, subject to the Committee's approval, or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 exact 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, damage expense or liability resulting to the Company if any sale or distribution of the shares share by such person is contrary to the representation and agreement referred to above; providedPROVIDED, howeverHOWEVER, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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, or other satisfactory arrangement, with respect thereto, which may include relinquishment of a portion 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 option 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 to such shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Without limiting the generality of the foregoingthis Section 4.4, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) of the Option exercise price for the shares identified in Section 2.2 above, with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 any 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 A written notice complying with the applicable rules established by the Board stating that the Option, or a portion thereof, is exercised. The notice shall be 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 Committeeportion; (bi) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised; (ii) 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 (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; 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 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 office 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;; and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised; or (ii) With the consent of the Committee, (A) shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer to the Company, or (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, 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 (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 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; (iv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); and (c) 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 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 . The Committee may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer, or, (ii) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, valued at Fair Market Value as of 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 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 office 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 A written notice complying with the applicable rules established by. the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (b) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised;; and (c) 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 stock are being acquired for his its 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 . The Committee may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred ; and (d) Full payment to in subsection the Company (cor Subsidiary) above shallof all amounts which, howeverunder federal, not state or local tax law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion shall be required if the shares to be issued exercised pursuant to such exercise have been registered under Section 5.2 by any person or persons other than the ActOptionee, and such registration is then effective in respect appropriate proof of the right of such sharesperson 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 office 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 administrative rules established by the Committee. In the event such rules are materially modified by the Committee such Optionee shall be notified in writing; (b) Full payment (in cash, by check check, unrestricted shares of the Company held for at least six months (but only following a Public Offering) or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 Corporation against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company Corporation 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full payment to the Company Corporation of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; (e) An executed Manager Stockholder's Agreement, or appropriate proof that a Manager Stockholder's Agreement has been previously executed by the Optionee; and (ef) 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 reasonably acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and and. may issue stop-transfer orders covering such shares, provided such stop-transfer orders remain in effect only so long as is required to Permit the Company to remain in compliance with the Act. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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, after the occurrence of a Public Offering, the Corporation shall pay the interest expenses incurred by the Optionee in connection with any loan from a broker incurred by the Optionee in order to exercise his Option; provided, however, that the Corporation shall only reimburse the interest relating to such loan outstanding for a period not to exceed 5 business days.

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 office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.5: (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 (b) Full payment of the Exercise Price (as provided in cashSection 4.4), by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;; and (c) A bona fide written representation Such representations and agreement, in a form satisfactory documents as the Committee deems reasonably 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 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")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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal federal, state or state foreign securities laws or regulations;; and (d) Full payment to the Company (as provided in Section 4.4) of all amounts amounts, if any, which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event If 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 Notwithstanding the foregoing, the Committee Optionee may require an opinion of counsel acceptable to it give notice exercising the Option subject to the effect condition or conditions that any subsequent transfer then contemplated Change in Control will actually occur and that the Option will become exercisable because 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 Change in Control with respect to the provisions Option Shares for which notice of subsection (c) above and exercise is given. In such an event, full payment of the agreements herein. The written representation and agreement referred Exercise Price with respect to in subsection (c) above shall, however, all Option Shares need not be required if made until the shares to be issued pursuant to such exercise have been registered under date of the Act, and such registration is then effective Change in respect of such sharesControl.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (which shall be made (i) in cash, (ii) by check check, (iii) by delivery of shares of Common Stock owned by the Optionee or a portion of the Common Stock then being purchased, which Common Stock shall be valued at the fair market value as determined in good faith by the Committee, or (iv) by a combination thereof) ), for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock are being acquired for his the 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 Chairman or his office 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;Company; and (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 Company may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; 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 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 and appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 than 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 office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Notwithstanding anything to the contrary in this Agreement or the Plan and in addition to any other restrictions provided in this Agreement or the Plan, as a condition to the delivery of any Shares pursuant to the exercise of the Option, the Optionee agrees not to transfer the Shares prior to a Public Offering except upon such Optionee’s death or disability, pursuant to a donative transfer to a “family member” (within the meaning of Rule 701 of the Securities Act) or to the Company. As a further condition to the delivery of any Shares pursuant to the exercise of the Option, the Optionee agrees that any ordinary shares of the Company transferred upon Optionee’s death or disability or donatively transferred to a family member shall be restricted from subsequent transfer prior to a Public Offering except to the Company. Without limiting the generality of the foregoingthis Section 4.4, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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, The Option may be exercised solely only by delivering delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under shall terminate and, therefore, cease to be exercisable pursuant to Section 3.22 hereof: (a) Notice notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofOption, (i) stating that the Option (or applicable portion thereof thereof) is thereby exercised, such notice exercised and (ii) otherwise complying with all applicable rules and procedures established by the CommitteeBoard; (b) Full full payment (of the aggregate Exercise Price in cash, by check or by a combination thereof) for the shares accordance with respect to which such Option or portion thereof is exercisedSection 3 hereof; (c) A 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 thereofthe Option, in a form satisfactory to the Board and stating that (i) the shares of stock Option Shares (including any Performance Shares) are being acquired for his own account, the account of the Optionee or such other person for investment and without any then present intention of distributing or reselling said shares or any of them such shares 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 (ii) the Optionee or such 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 from any sale or distribution of the such shares by the Optionee or such other person is that shall be contrary to the such representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, (The Board may take whatever such additional actions as it deems may deem 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 laws, rules or regulations, including but not limited to requiring an opinion of counsel acceptable to the Board to the effect that any subsequent transfer of such shares does not violate the Securities Act or other federal or state securities laws, rules or regulations and issuing stop-transfer orders covering such shares. Share certificates evidencing shares of Common Stock issued upon 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 this subsection (c) shall not be required, however, if the shares of Common Stock to be issued pursuant to such exercise have been registered under the Securities Act and such registration is then effective with respect to such shares.); (d) Full full payment to the Company (or other employer corporation) in accordance with Section 8 hereof of all amounts which, under applicable federal, state or and local law, it is taxes that shall be required to withhold be withheld upon exercise of the Option; 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. 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 or his office 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 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;Board; and (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such Option or portion thereof is exercised;; or (ii) With the consent of the Board, shares of the Company's Common Stock owned by the Employee duly endorsed for transfer to the Company with a fair market value (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee Employee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 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 Committee . The Board may, in its absolute discretion, take whatever additional actions it deems 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; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 Board, shares of the Company's Common Stock owned by the Employee duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); 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 Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check check, if permitted by the Committee, in Shares or by a combination thereof) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 shares.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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 Committee; (b) Full payment (in cash, by check or by a combination thereof or, subject to limitations imposed by the Committee, in shares of Common Stock or by a combination thereof) , for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever reasonable additional actions it deems 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 at the time of exercise of the Option of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option, which amounts may, at the Optionee's election, be paid in full from wages or other income payable to the Optionee by the Company in lieu of any direct payment of such withholding payment provided, however, that in the event the Optionee elects to use shares of Common Stock held for at least six months, such shares may only be used to satisfy the minimum amount which, under federal, state or local law, the Company is required to withhold; 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act Act, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of 1933, as amended exercise of the Option or portion thereof and (the "Act"), and iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, upon Optionee’s termination of service to the Company by the Company without Cause, by the Optionee for Good Reason or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to «Name» — Option Agreement breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Without limiting the generality of the foregoingthis Section 4.3, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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, Option may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of stock Shares are being acquired for his own account, for investment and without any present intention of distributing or reselling said «Name» — Rollover Stock Option Agreement 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, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Without limiting the generality of the foregoingthis Section 4.4, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of the Company 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 Director or the other person then entitled to exercise the Option or portion thereofany portion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised; (c) A bona fide written representation and agreement, agreement in a form satisfactory to the CommitteeBoard, signed by the Optionee Director or other person then entitled to exercise such the Option or portion thereofportion, stating that the shares of stock are being acquired for his the Director’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 Director 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 absolute discretion, take whatever additional actions action it deems 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 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 exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereincontained in this Agreement. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) Written Joinders to the Right of First Refusal Agreement and the Voting Agreement, as provided in Section 5.2; 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 Director, 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 office of the Company 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 thereofany portion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised; (c) A bona fide written representation and agreement, agreement in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such the Option or portion thereofportion, stating that the shares of 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 absolute discretion, take whatever additional actions action it deems 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 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 exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereincontained in this Agreement. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) Written Joinders to the Right of First Refusal Agreement and the Voting Agreement, as provided in Section 5.2; 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 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 of the Company or his the Secretary’s office 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 CommitteeAdministrator. 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); (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; (c) A bona fide written representation and agreement, in a such form satisfactory to s 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 stock 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment regulations 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 Company effect that any subsequent transfer of all amounts whichshares acquired on an Option exercise does not violate the Securities Act, under federal, state or local law, it is required to withhold upon and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the OptionOption 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 (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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 Any vested exercisable portion thereof, of the Option may be exercised solely by delivering delivery to the Secretary or his office representative of all of the following prior to the time when the Option terminates 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 Committee; (b) Full payment (in cash, by check or by a combination thereof) to the Company for the shares with respect to which such Option or portion thereof is exercised, through one (or a combination) of the following methods, and subject to compliance with all applicable laws and regulations: (i) by cash or check; (ii) through a broker assisted cashless exercise, wherein the broker timely pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; (iii) with the consent of the Committee, through surrender of shares of Common Stock of the Company which are already owned by the Optionee and, in certain circumstances, held for more than six (6) months, or through the withholding of shares of Common Stock then issuable upon Option exercise, in each case with a Fair Market Value on the date of exercise equal to the exercise price payable; or (iv) with the consent of the Committee and to the extent not prohibited by applicable law, through a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Committee; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 that the Company is required to withhold upon exercise of the OptionOption under federal, state or local tax law, which, payment shall be in the form of cash or deduction from other compensation payable to the Optionee, or with the consent of the Committee, may be in the form of consideration permitted under Section 4.3(b)(ii) or (iii); provided, however, that the Fair Market Value of shares of Common Stock withheld from exercise or delivered by the Optionee shall not exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;; Commission File No. 0-6544 (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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of «Name» — Stock Option Agreement exercise of the Option or portion thereof and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Without limiting the generality of the foregoingthis Section 4.3, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of the Company 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 thereofany portion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised; or (ii) If the Committee in its sole discretion shall so permit, shares of Common Stock owned by the Employee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate purchase price of the shares with respect to which the Option or portion is exercised; or (iii) If the Committee in its sole discretion shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii); (c) A bona fide written representation and agreement, agreement in a form satisfactory to the CommitteeBoard, signed by the Optionee Employee or other person then entitled to exercise such the Option or portion thereofportion, stating that the shares of stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions action it deems 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 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 exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereinherein and therein. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) Written Joinders to the Right of First Refusal Agreement and the Voting Agreement, as provided in Section 5.2; 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 Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 of the Company or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.4: (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; (b) Full payment (in cash, in Shares, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) of the Exercise Price for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.2the terms of the Plan: (a) Notice in writing signed by the Optionee Recipient 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 (if any) established by the CommitteeAdministrator; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised; (c) Full payment (in cash or by certified check) upon demand of an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the receipt of Shares pursuant to the exercise of the Option or portion thereof; (d) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee Recipient or other person then entitled to exercise such the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 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 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shalld), however, 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 (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4 of the Agreement by any person or persons other than the Recipient, appropriate proof, satisfactory to the Administrator, 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 office 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;; 8 8 (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 reasonably 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option, or portion thereof, is exercised in one or more of the following forms: (i) cash; (ii) surrender of shares of Common Stock then issuable upon exercise of the Option (or owned by Optionee duly endorsed for transfer to the Company) having a Value on the date of Option exercise equal to the necessary aggregate exercise price of the Option or exercised portion thereof is exercisedthereof; (c) A bona fide written representation and agreement, in a form reasonably 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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, in one or more of the following forms: (i) cash; (ii) surrender of shares of Common Stock then issuable upon exercise of the Option (or owned by Optionee duly endorsed for transfer to the Company) having a Value on the date of Option exercise equal to the required amount; 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2SECTION 3.3: (a) Notice in writing A written notice complying with the applicable rules established by the Board stating that the Option, or a portion thereof, is exercised. The notice shall be 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 Committeeportion; (bi) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised; (ii) 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 (iii) With the consent of the Board, any combination of the consideration provided in the foregoing subparagraphs (i) and (ii); (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been 6 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; 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 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 of the Company or his or her office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.5: (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 (b) Full payment of the Exercise Price (as provided in cash, by check or by a combination thereofSection 4.4) for the shares with respect to which such Option or portion thereof is exercised;; and (c) A bona fide written representation Such representations and agreement, in a form satisfactory documents as the Committee deems reasonably 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 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")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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal federal, state or state foreign securities laws or regulations;; and (d) Full payment to the Company (as provided in Section 4.4) of all amounts amounts, if any, which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event If 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 Notwithstanding the foregoing, the Committee Optionee may require an opinion of counsel acceptable to it give notice exercising the Option subject to the effect condition or conditions that any subsequent transfer then contemplated Change in Control will actually occur and that the Option will become exercisable because 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 Change in Control with respect to the provisions Option Shares for which notice of subsection (c) above and exercise is given. In such an event, full payment of the agreements herein. The written representation and agreement referred Exercise Price with respect to in subsection (c) above shall, however, all Option Shares need not be required if made until the shares to be issued pursuant to such exercise have been registered under date of the Act, and such registration is then effective Change in respect of such sharesControl.

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office 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 A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be 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;portion; and (b) Full cash payment (in cash, by check or by a combination thereof) to the Secretary of the Company for the shares with respect to which such Option or portion thereof is exercised;; and (c) 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 stock are being acquired for his its 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 . The Committee may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred ; and (d) Full payment to in subsection the Company (cor Subsidiary) above shallof all amounts which, howeverunder federal, not state or local tax law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion shall be required if the shares to be issued exercised pursuant to such exercise have been registered under Section 5.2 by any person or persons other than the ActOptionee, and such registration is then effective in respect appropriate proof of the right of such sharesperson 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 office 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; (bi) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (ii) 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 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 (iii) With the consent of the Board, any other form of consideration permitted by the Plan; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 absolute discretion, take whatever additional actions it deems 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; (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 Board 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option, which, with the consent of the Board, may be in the form of consideration used by the Optionee to pay for such shares under Section 4.3(b); 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 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 of the Company or his the Secretary's office 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 electronically or 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 CommitteeAdministrator. 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); (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares Shares with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; (c) 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 stock Shares are being acquired for his Participant'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 1933 (the "Securities 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 Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee . The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment to the Company of all amounts which, under federal, state or local regulations and any other 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 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 Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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; and (d) In the event the Option or portion thereof shall be exercised under Section 4.1 by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. An OptionThe option, or any exercisable portion thereof, may be exercised only in accordance with the terms of this Agreement and solely by delivering delivery to the Secretary or his office President of the Company of all of the following items prior to the time when the Option option or such portion becomes unexercisable under Section 3.2the terms of this Agreement: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option option or portion thereof, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules (if any) established by the CommitteeCompany; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such Option option or portion thereof is exercised; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee or other person then entitled to exercise such Option option or portion thereof, stating that the shares of 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 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 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 Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shall), however, 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 any portion thereof shall be exercised pursuant to Section 2.1 by any person or persons other than the Optionee, appropriate proof, reasonably satisfactory to the Company, of the right of such person or persons to exercise the option. (e) As a condition to the issuance of Shares upon Option exercise (whether to the Optionee or to his beneficiary), the Company shall have the right to withhold from payments otherwise due and owing to the Optionee (or his beneficiary) or to require the Optionee (or his beneficiary) to remit to the Company in cash upon demand an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, or local withholding tax requirements at the time the Optionee (or his beneficiary) recognizes income for federal, state, or local tax purposes as the result of the receipt of Shares pursuant to this Agreement.

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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 Committee; (b) Full payment (in cash, by check or by a combination thereof or, subject to limitations imposed by the Committee, in shares of Common Stock or by a combination thereof) , for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever reasonable additional actions it deems 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 at the time of exercise of the Option of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option, which amounts may, at the Optionee’s election, be paid in full from wages or other income payable to the Optionee by the Company in lieu of any direct payment of such withholding 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 thereofOptionee, stating that the Option or any portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCompany; (b) Full payment (in cash, by check or by a combination thereof or, subject to limitations imposed by the Company, in shares of Common Stock or by a combination thereof) , for the shares with respect to which such Option or portion thereof is exercised;; and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his its 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; providedPROVIDED, howeverHOWEVER, that the Committee Company may, in its absolute discretion, take whatever reasonable additional actions it deems 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 of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; 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. 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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) the shares of stock are being acquired for his the Optionee's or such other Person'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 (ii) except as provided below, the Optionee or other person Person then entitled to exercise such option or portion thereof will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the shares (each, a "Transfer") at any time prior to the tenth anniversary of the date of the Effective Time and (iii) 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 Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 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, 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 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 (c) above and the agreements herein. The written representation and agreement referred to in clause (i) of subsection (c) 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.. The written agreement referred to in clause (ii) of subsection (c) above will permit only the following Transfers prior to the tenth anniversary of the Effective Time:

Manner of Exercise. An Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office of the Company 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 Director or the other person then entitled to exercise the Option or portion thereofany portion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (b) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which such the Option or portion thereof is exercised; (c) A bona fide written representation and agreement, agreement in a form satisfactory to the CommitteeBoard, signed by the Optionee Director or other person then entitled to exercise such the Option or portion thereofportion, stating that the shares of stock are being acquired for his the Director’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 Director 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 absolute discretion, take whatever additional actions action it deems 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 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 exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereincontained in this Agreement. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Director, 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 only in accordance with the terms of the Plan and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.2:the terms of the Plan: 2 (a) Notice in writing signed by the Optionee Recipient 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 (if any) established by the Committee; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such the Option or portion thereof is exercised; (c) Full payment (in cash or by cashiers' or certified check) upon demand of an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the receipt of Shares pursuant to the exercise of the Option or portion thereof; (d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Recipient or other person then entitled to exercise such the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 exercise 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 (c) above and the agreements herein. The written representation representations and agreement referred to in the first sentence of this subsection (c) above shalld), however, 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 (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4 of the Agreement by any person or persons other than the Recipient, appropriate proof, satisfactory to the Committee, 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the 8 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, (ii) that, if applicable (as determined by the Company), the Optionee has received, read and understood the Company’s Rule 701 Disclosure Statement and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. «Name» — Stock Option Agreement Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.4(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Without limiting the generality of the foregoingthis Section 4.4, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2may no longer be exercised pursuant to the provisions of Article 3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofOption, stating that the Option or a portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which the Option or portion is exercised; or (ii) If the Committee shall so permit, shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer to the Company with a 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 (iii) If the Committee shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii); (c) A bona fide written representation and agreement, 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 stock Common Stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 the shares acquired on upon the exercise of an the Option does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereinherein and therein. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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; (d) Written Joinders to the Right of First Refusal Agreement and the Voting Agreement, as provided in Section 5.2 hereof; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person other than the Employee, appropriate proof of the right of such person 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 of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.2:3.3. (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 CommitteeAdministrator. 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); (b) Full The receipt by the Company of full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under section 4.4; (c) 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 statin that the shares of stock 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 thereunderregulation thereunder rand 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 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment regulations 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 Company effect that any subsequent transfer of all amounts whichshares acquired on an Option exercise does not violate the Securities Act, under federal, state or local law, it is required to withhold upon and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the OptionOption 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 (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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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) the shares of stock are being acquired for his the Optionee's or such other Person'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 (ii) except as provided below, the Optionee or other person Person then entitled to exercise such Option or portion thereof will not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the shares (each, a "Transfer") at any time prior to the tenth anniversary of the date of the Effective Time and (iii) 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 Person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 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, 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 stopAtransfer 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 (c) above and the agreements herein. The written representation and agreement referred to in clause (i) of subsection (c) 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.. The written agreement referred to in clause (ii) of subsection (c) above will permit only the following Transfers prior to the tenth anniversary of the Effective Time:

Manner of Exercise. An The Option, or any exercisable portion thereof, may be exercised solely by delivering delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2may no longer be exercised pursuant to the provisions of Article 3: (a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofOption, stating that the Option or a portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; (bi) Full payment (in cash, by check cash or by a combination thereofcheck) for the shares with respect to which the Option or portion is exercised; or (ii) If the Committee shall so permit, shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer to the Company with a 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 (iii) If the Committee shall so permit, a combination of the consideration provided in the foregoing Sections 4.3(b)(i) and 4.3(b)(ii). (c) A bona fide written representation and agreement, 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 stock Common Stock are being acquired for his the Employee’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 Employee 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 the shares acquired on upon the exercise of an the Option does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of subsection (cthis Section 4.3(c) above and the agreements hereinherein and therein. The written representation and agreement referred to in subsection (cthe first sentence of this Section 4.3(c) 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. (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, may be exercised solely by delivering to the Secretary or his office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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. In addition to the foregoing, 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 by the Committee; and may also pay any taxes required to be withheld and paid upon any exercise (as required in Section 4.3(d) above) pursuant to an irrevocable broker loan program established by the Committee. 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 CommitteeAdministrator; (bi) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (ii) 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 the 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 (iii) With the consent of the Administrator, any other consideration permitted under the Plan. (c) 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 thereofportion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "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 Administrator may, in its absolute discretion, take whatever additional actions it deems 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; (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 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 (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) 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 Subsidiary employer) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option, which, with the consent of the Administrator, may be in the form of consideration used by the Optionee to pay for such shares under Section 4.3(b); provided, however, that if such payment is in the form of shares of Common Stock withheld from exercise or delivered by the Optionee, the Fair Market Value of such shares shall not exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; 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 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 only in accordance with the terms of this Agreement and solely by delivering delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.2the terms of this Agreement: (a) Notice in writing signed by the Optionee Recipient 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 (if any) established by the CommitteeCompany; (b) Full payment (in cash, by check cash or by a combination thereofcashiers' or certified check) for the shares with respect to which such the Option or portion thereof is exercised; (c) A Full payment (in cash or by cashiers' or certified check) upon demand of an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the receipt of Shares (d) Unless a registration statement is filed with the Securities and Exchange Commission and is effective with respect to the shares underlying the Option, a bona fide written representation and agreement, in a form satisfactory to the CommitteeCompany, signed by the Optionee Recipient or other person then entitled to exercise such the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee Recipient 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 Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation representations and agreement and to effect compliance with the Act all federal 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 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 exercise does not violate the Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this . (e) In the event the Option or any portion thereof shall bear an be exercised by any person or persons other than the Recipient, appropriate legend referring proof, satisfactory to the provisions Company, of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 right of such sharesperson 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 office 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; (b) Full payment (in cash, by check check, if permitted by the Committee, in Shares or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised;; which, following a Qualified Public Offering, may be satisfied using a “cashless exercise” method of exercise that is compliant with The Xxxxxxxx-Xxxxx Act of 2002 (or any successor legislation), as in effect at such time(s): (c) 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 stock 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 Shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute reasonable discretion, take whatever additional actions it deems appropriate 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, either in cash, by check or, if permitted by the Board, through the withholding of Shares otherwise issuable upon the exercise of the Option, but solely in respect of the minimum withholding obligation; 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such the Option or portion thereof is exercised; (c) 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 the Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "“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 Committee may, in its absolute reasonable discretion, take whatever additional actions it deems appropriate 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 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 Option, or any exercisable vested portion thereof, may be exercised solely by delivering to the Secretary or his 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 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; (b) Full full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) A 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 stock are being acquired for his 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 may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; (d) Full execution and delivery by Optionee of a joinder agreement, whereby Optionee agrees to be bound by the terms and conditions of the Investor Rights Agreement, dated as of July 10, 2012, by and among the Company and its stockholders (as such agreement is amended from time to time) (the “Investor Rights Agreement”); (e) to the extent Optionee has not already done so, execution and delivery by Optionee of a standard Confidentiality, Non-Competition and Proprietary Rights Agreement of the Company and/or a Company Subsidiary, as requested by the Company; (f) 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 (eg) 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. 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 of the Company or his office all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.23.6: (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; (b) Full payment (in cash, in Shares, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 stock 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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 Committee; (b) Full payment (in cash, by check or by a combination thereof or, subject to limitations imposed by the Committee, in shares of Common Stock or by a combination thereof) , for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute discretion, take whatever reasonable additional actions it deems 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 at the time of exercise of the Option of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option, which amounts may, at the Optionee’s election, be paid in full from wages or other income payable to the Optionee by the Company in lieu of any direct payment of such withholding payment provided, however, that in the event the Optionee elects to use shares of Common Stock held for at least six months, such shares may only be used to satisfy the minimum amount which, under federal, state or local law, the Company is required to withhold; 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; (c) 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 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 absolute reasonable discretion, take whatever additional actions it deems appropriate 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 (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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 office 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; (b) Full payment (in cash, by check or by a combination thereofthereof or by such other means as may be approved by the Committee in its sole discretion) for the shares Shares with respect to which such Option or portion thereof is exercised; (c) 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 (i) that the shares of 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 the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, (ii) that the Optionee or other person then entitled to exercise such Option or portion thereof has not been a U.S. Person from the date such person was granted or otherwise transferred the Option through the date of exercise of the Option or portion thereof and (iii) 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 absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and Securities Act, any other U.S. federal or state securities laws or regulations and any other applicable 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. Notwithstanding the foregoing, upon Optionee’s termination of employment by the Company without Cause, by the Optionee for Good Reason or as a Permitted Retirement, or by reason of death or Permanent Disability, in satisfaction of the payments required by Sections 4.3(b) and (d) above, Optionee may execute a cashless exercise, net of such payments, pursuant to a formal program adopted by the Company in connection with the Plan provided that such a cashless exercise would not, as determined by the Committee in its sole discretion, (i) cause the Company or its Subsidiaries to breach any debt agreement to which the Company or any of its Subsidiaries is a party, (ii) result in a violation under Section 409A of the Code or the regulations promulgated thereunder, (iii) be otherwise prohibited by the Code or the regulations promulgated thereunder or (iv) result in negative accounting treatment under Generally Accepted Accounting Principles (“GAAP”). Notwithstanding anything to the contrary in this Agreement or the Plan and in addition to any other restrictions provided in this Agreement or the Plan, as a condition to the delivery of any Shares pursuant to the exercise of the Option, the Optionee agrees not to transfer the Shares prior to a Public Offering except upon such Optionee’s death or disability, pursuant to a donative transfer to a “family member” (within the meaning of Rule 701 of the Securities Act) or to the Company. As a further condition to the delivery of any Shares pursuant to the exercise of the Option, the Optionee agrees that any ordinary shares of the Company transferred upon Optionee’s death or disability or donatively transferred to a family member shall be restricted from subsequent transfer prior to a Public Offering except to the Company. Without limiting the generality of the foregoingthis Section 4.3, 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 Securities Act, and may issue stop-transfer orders covering such sharesShares. Share certificates evidencing stock Shares issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) 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.