Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; 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 Participant, appropriate proof of the right of such Person or Persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorAdministrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Lawall applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely if all of the following is received by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the AdministratorCommittee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the AdministratorCommittee; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the AdministratorCommittee’s sole reasonable discretion to effect evidence compliance with Applicable Law; andthe Securities Act of 1933 or any other applicable law, rule, or regulation; (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option; and (e) Any document as may be required in the Company’s reasonable discretion to issue the shares, such as, without being limited to, any beneficial owner certificate (where applicable) and/or any ID card/passport of the Participant. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable Tax-Related Items, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.4: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.46.1; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, Administrator) of all each of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.above: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding taxes, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administratorbelow; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect evidence compliance with Applicable Lawany applicable law, rule or regulation; and (ed) In the event If the Option or portion thereof shall be is exercised pursuant to Section 4.1 hereof above by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option, as determined in the sole discretion of the Administrator. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to timetime in the sole discretion of the Administrator.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorAdministrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with all applicable provisions of the Securities Act, the Exchange Act, any other Applicable Law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified writing signed by the AdministratorParticipant or 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 Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with as provided under Section 3.44.5 hereof; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery (in such manner as the Company shall specify from time to time, including electronic transmission) to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.4 or Section 3.5, as applicable: (a) An exercise notice in a form specified by the Administrator, stating including through such electronic platforms as may be approved by the Company, indicating that Participant is electing to exercise the Option or a portion thereof is thereby exercisedthereof, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including full payment of all applicable Tax‑Related Items (as defined in such form Section 4.5(a)), which may be in one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law4.4; and (ec) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 4.2 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which 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 Optionee or in such other form of consideration permitted under Section 4.4 5.4 hereof that is acceptable to the AdministratorCompany; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act of 1933, as amended (the “Securities Act”), or any other applicable law, rule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 5.1 hereof by any Person person or Persons persons other than ParticipantOptionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise notice in a form specified by the AdministratorOption or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator in such form as is prescribed by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax Tax Liability in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person 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 3.3 hereof. (a) An exercise notice in a substantially the form specified by the Administratorattached hereto as Appendix I, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which 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 AdministratorCompany; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary of designated individual at the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of his office all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.3.2: (a) An Notice from the Optionee or the other person then entitled to exercise notice in a form specified by the AdministratorOption or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules rules, policies, and procedures established by the AdministratorCommittee; (b) The receipt Full payment (in cash or by the Company of full payment check or by a combination thereof) for the Shares with respect to which the Option or portion thereof is exercised, exercised (the “net settlement” feature as described in such form of consideration permitted under Section 4.4 hereof that is acceptable to the AdministratorPlan shall not be permitted); (c) The Full payment (in cash or by check or by a combination thereof) of any all amounts which, under applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be law, the Company is required in to withhold upon exercise of the Administrator’s sole discretion to effect compliance with Applicable LawOption; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any Without limiting the generality of the foregoing, the Administrator shall have Committee may require an opinion of counsel acceptable to it to the right to specify all conditions effect that any subsequent transfer of shares acquired on exercise of the manner Option does not violate the Securities Act of exercise1933, which conditions may vary by country and which may be subject to change from time to timeas amended.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to or by the AdministratorPlan; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the AdministratorCompany; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) 3.3: An exercise notice Exercise Notice in a form specified writing signed by the AdministratorParticipant or 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 Administrator; . Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (b) or such other form as is prescribed by the Administrator); The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) 4.4; Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (e) and In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole 's reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third third-party administrator or other Person 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 3.3 hereof.3.3: (a) An A notice of exercise notice in a the form attached hereto as Exhibit B (or such other form as may be specified by the Administrator, Administrator from time to time) stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written Such representations or and documents as may be required in the Administrator’s , in its sole discretion discretion, deems necessary or advisable to effect compliance with Applicable Lawall applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company or the Partnership of full payment for the Shares shares of Stock with respect to which 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 AdministratorCompany and the Partnership; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company and the Partnership shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery (in such manner as the Company shall specify from time to time, including electronic transmission) to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.4 or Section 3.5, as applicable: (a) An exercise notice in a form specified by the Administrator, stating including through such electronic platforms as may be approved by the Company, indicating that Participant is electing to exercise the Option or a portion thereof is thereby exercisedthereof, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including full payment of all applicable Tax‑Related Items (as defined in such form Section 4.5(a)), which may be in one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; 4.4; and (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; 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 Participant, appropriate proof of the right of such Person or Persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.. |

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.4: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole 's reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorAdministrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares shares of Common Stock with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Lawall applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded or any other applicable law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, hours of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 2.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 3.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax tax, as provided under in accordance with Section 3.42.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with the Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof 3.1 by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 4.3 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than ParticipantOptionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, All or any a portion of an exercisable portion thereof, may Option shall be deemed exercised solely by upon delivery to the Secretary of the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when stock administrator of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:  (a) A written or electronic 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 Holder or other person then entitled to exercise the Option or such portion thereof becomes unexercisable under Section 3.3 hereof. (a) An exercise notice in a form specified by of the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;Option;  (b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The receipt Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;  (c) In the event that the Option shall be exercised by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and  (d) Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; 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 Participant, appropriate proof of the right of such Person or Persons to exercise the Option10.1 and 10.2. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise notice in a form specified by the AdministratorOption or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator in such form as is prescribed by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) An executed copy of the Restricted Stock Purchase Agreement, if applicable; (c) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.44.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, hours of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 2.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, as provided in such form of consideration permitted under accordance with Section 4.4 hereof that is acceptable to the Administrator3.4 hereof; (c) The payment of any applicable withholding tax tax, as provided in accordance with Section 3.42.4 hereof; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with the Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof 3.1 by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, All or any a portion of an exercisable portion thereof, may Option shall be deemed exercised solely by upon delivery of all of the following to the Secretary of the Company (Company, or any third party administrator such other person or other Person entity designated by the Company)Administrator, during regular business hoursor his, of all of her or its office, as applicable: (a) A written or electronic notice complying with the following prior applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to the time when exercise the Option or such portion thereof becomes unexercisable under Section 3.3 hereof. (a) An exercise notice in a form specified by of the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the AdministratorOption; (b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The receipt Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars; (c) In the event that the Option shall be exercised by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and (d) Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; 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 Participant, appropriate proof of the right of such Person or Persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country 11.1 and which may be subject to change from time to time11.2.

Manner of Exercise. The Stock Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, ) of all of the following prior to the time when the Stock Option or such portion thereof becomes unexercisable under Section 3.3 hereof.3.3: (a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise notice in a form specified by the AdministratorStock Option or portion thereof, stating that the Stock Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Stock Option or portion thereof is exercised, in such form including payment of consideration permitted any applicable withholding tax, as provided under Section 4.4 hereof that is acceptable (subject to Section 6(a)(6) of the AdministratorPlan); (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Stock Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Stock Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.. SD\1497394.1

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorAdministrator stating that the Option, or a portion thereof, is exercised. ; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares shares of Common Stock with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Lawall applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded or any other applicable law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the AdministratorCommittee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the AdministratorCommittee; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the AdministratorCommittee; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the AdministratorCommittee’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than ParticipantHolder, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; 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 ParticipantHolder, appropriate proof of the right of such Person or Persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) If the Option is being exercised with respect to unvested Shares, an executed copy of the Restricted Stock Purchase Agreement in the form attached to the Grant Notice as Exhibit B-1; (c) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to or by the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4Plan; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, hours of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax tax, as provided under in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with the Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (ai) An exercise notice Exercise Notice in a form specified writing signed by the AdministratorParticipant or 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 Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); (bii) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (diii) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (eiv) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice Exercise Notice in a form specified by the AdministratorCommittee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the AdministratorCommittee; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the AdministratorCommittee’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act of 1933, as amended (the “Securities Act”) or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary Controller of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice in a form specified by the AdministratorAdministrator substantially similar to Exhibit A attached hereto, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator4.4; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act of 1933 or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax or social security, which shall be made by deduction from other compensation payable to the Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the AdministratorCompany; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect evidence compliance with Applicable Lawthe Securities Act, the Exchange Act or any other applicable law, rule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.3.3: (a) An Exercise Notice in writing signed by Participant or any other person then entitled to exercise notice in a form specified by the AdministratorOption or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator;4.4; A-3 | NSD\136854.1|| (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law, rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; . The notice shall be signed by Participant or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by the Company of full payment for the Shares with respect to which 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 Administrator; Company; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect evidence compliance with Applicable Lawthe Securities Act, the Exchange Act or any other applicable law, rule or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorCommittee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under by Section 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s Committee's sole discretion to effect compliance with Applicable Lawall applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participantthe Optionee, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, hours of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 2.3 hereof.: (a) An exercise notice in a form specified by the AdministratorCommittee, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the AdministratorCommittee; (b) The receipt by the Company of full payment for the Shares shares of Common Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 3.4 hereof that is acceptable to the AdministratorCommittee; (c) The payment of any applicable withholding tax tax, as provided under in accordance with Section 3.42.4; (d) Any other written representations or documents as may be required in the AdministratorCommittee’s sole discretion to effect compliance with Applicable Lawthe applicable law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof 3.1 by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof. (a) : An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) . The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; The receipt by the Company of full payment for the Shares with respect to which 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 the Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Company; Any other written representations or documents as may be required in the Administrator’s sole discretion to effect evidence compliance with Applicable Lawthe Securities Act, the Exchange Act or any other applicable law, rule or regulation; and (e) and In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person or Persons other than Participant, appropriate proof of the right of such Person or Persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.Section

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 Article 3.3 hereof.: (a) An exercise notice in a form specified by the Administrator, stating that the Option A written or portion thereof is thereby exercised, such electronic notice complying with all the applicable rules established by the AdministratorAdministrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option; (b) The receipt by Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company of full payment for the Shares with respect to which the Option Option, or portion thereof thereof, is exercised, in such form of consideration a manner permitted under Section by Article 4.4 hereof that is acceptable to the Administratorhereof; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Lawall applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section Article 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof.2.2: (a) An exercise notice A written or electronic Exercise Notice in a such form specified as is prescribed by the AdministratorAdministrator signed or acknowledged by Holder or 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 Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, in such form including payment of consideration permitted any applicable withholding tax, as provided under Section 4.4 hereof that is acceptable to the AdministratorSections 3.4 and 3.5; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with the Applicable Law; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof 3.1 by any Person person or Persons persons other than ParticipantHolder, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator Company shall have the right to mandate a particular form or forms for exercise and specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person person or entity designated by the Company), during regular business hours, Administrator) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof.above: (a) An exercise notice Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administratorbelow; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect evidence compliance with Applicable Lawthe Securities Act or any other applicable law rule, or regulation; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof above by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option, as determined in the sole discretion of the Administrator. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company Company’s stock plan administrator (or any other third party administrator or other Person 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 3.3 hereof.3.3: (a) An exercise notice in a form specified by the AdministratorAdministrator (which may be electronic), signed by the person authorized to exercise the Option, substantially similar to Exhibit A attached hereto, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, which may be made in such form one or more of the forms of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The 4.4, and payment of any applicable withholding tax in accordance with the form and manner permitted by Section 3.49.5 of the Plan; (dc) Any other written representations or documents as may be required in the Administrator’s sole reasonable discretion to effect evidence compliance with Applicable Law; andthe Securities Act of 1933 or any other applicable law, rule, or regulation; (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than the Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option; and (e) Unless the Administrator otherwise determines, an Option may not be exercised for a fraction of a Share. Notwithstanding any of the foregoing, the Administrator Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person 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 3.3 hereof. (a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; (b) The receipt by the Company of full payment for the Shares shares of Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4 hereof that is acceptable to the Administrator; (c) The payment of any applicable withholding tax in accordance with Section 3.4; (d) Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with Applicable Law; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person person or Persons persons other than Participant, appropriate proof of the right of such Person person or Persons persons to exercise the Option. Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.