Common use of Manner of Exercising Option Clause in Contracts

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for as to the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Corporation may establish for notifying the Corporation of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee (or any other person or persons exercising the option) for the requisite period (if any) necessary to avoid a any resulting charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes Withholding Taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option SharesShares (either in paper or electronic form), with the appropriate legends affixed thereto. To : provided, however, that in the extent any such Option Shares are unvestedevent this option is exercised other than pursuant to the sale and remittance procedure described in Paragraph 9(a)(ii)(C), ownership of the certificates for those purchased Option Shares shall only be endorsed with noted as a book entry, and no certificates for the purchased shares shall actually be issued unless and until expressly requested by Optionee or any other person having an appropriate legend evidencing interest at the Corporation's repurchase rights and may be held time in escrow with the Corporation until such shares vestthose shares. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) a promissory note payable to the Company, but only to the extent authorized by the Company. (iii) Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (A) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CB) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) Agreement delivered to the Corporation Company in connection with the option exercise. (civ) As soon after The exercise price of the Exercise Date Options may also be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, (ii) by delivery to the Company of other Common Stock of the Company valued at its then established fair market value (as practicaldefined below), (iii) by delivery to the Company of either options or stock of the Company including, without limitation, this Option, valued at the difference between their exercise price and the then established fair market value of the Company’s Common Stock, (iv) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the Corporation shall issue to use of other Common Stock of the Company) with the holder hereof, or on behalf of Optionee (or v) any other person or persons exercising form of legal consideration that may be acceptable to the Board of Directors, in their discretion. For the purposes of this optionSection 4, the fair market value of the Company’s Common Stock shall be defined as (i) a certificate the closing sale price for the purchased Common Stock on the primary exchange upon which the shares are listed and traded on the date prior to the date the Option Sharesis exercised, with or (ii) if the appropriate legends affixed thereto. To the extent shares are not traded on any such Option Shares are unvestednational exchange, the certificates closing sale price for those the Common Stock on the NASDAQ National Market on the date prior to the date the Option Shares is exercised, or (iii) if the shares are neither traded on a national exchange nor listed on the NASDAQ National Market, then the average of the bid and ask prices for the Common Stock in the Over-The-Counter Market as quoted on the NASDAQ Capital Market, on the date prior to the date the Option is exercised, or (iv) if the shares of Common Stock are neither traded on a national exchange or the NASDAQ National Market nor quoted on the NASDAQ Capital Market, the average of the bid and ask prices for the Common Stock as quoted by any recognized securities quotation service such as the OTC.QB of the OTC Markets Group, LLC or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, or (v) if the shares of Common Stock are not quoted on any recognized securities quotation service such as the OTC.QB of the OTC Markets Group, LLC or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, then the fair market value of the Company’s Common Stock shall be endorsed with the price paid for the Company’s Common Stock in the most recent transaction involving the Company and a nonaffiliated purchaser in an appropriate legend evidencing arm’s length transaction (the Corporation's repurchase rights “Fair Market Value”). In the case of any deferred payment arrangement, any interest shall be payable at least annually and may shall be held in escrow with charged at the Corporation until such shares vestminimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Internal Revenue Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company (A) a Notice of Exercise for Exercise, in substantially the form attached hereto as Exhibit A, that specifies the number of Option Shares for which the option is exercised. To being exercised and (B) any additional documents which the extent this option is exercised for unvested Option SharesCommittee may, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Sharesin its discretion, deem advisable. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company’s order; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or; (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently is to provide irrevocable written instructions (I1) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, an amount sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, Federal and state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise purchase and (II2) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction; or (D) payment in the form of a promissory note which the Committee, in its discretion, may approve at the time of exercise in accordance with Paragraph 10. (iii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the Exercise Price option price for the purchased shares must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exerciseExercise. (cd) As Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as soon as practical after the Exercise Date as practicalDate, the Corporation Company shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To , or (ii) instruct the extent any such Option Shares are unvested, Company’s transfer agent to make a book-entry reflecting the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestpurchase on its stockholder ledger. (de) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for as to the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Company may establish for notifying the Company, either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such option exercises, of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Company for purposes of administering such procedure in accordance with the Company’s pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise Withholding Taxes and (IIii) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) on such settlement date. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreementother notification procedure) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or the Employer) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the subject to appropriate legends affixed thereto. To the extent any such Option Shares are unvestedrestrictions, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestif any. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company (A) a Notice of Exercise for Exercise, in substantially the form attached hereto as Exhibit A, that specifies the number of Option Shares for which the option is exercised. To being exercised and (B) any additional documents which the extent this option is exercised for unvested Option SharesCommittee may, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Sharesin its discretion, deem advisable. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company’s order; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or; (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently is to provide irrevocable written instructions (I1) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, an amount sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, Federal and state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise purchase and (II2) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction; or (D) payment in the form of a promissory note which the Committee, in its discretion, may approve at the time of exercise in accordance with Paragraph 10. (iii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) If payment of the exercise price is made by means of the surrender of shares of Common Stock which are subject to certain restrictions, the number of shares of Common Stock issued upon the exercise of the option equal to the number of shares of restricted stock surrendered shall be subject to the same restrictions as the restricted stock that was surrendered. (c) Except to the extent the sale and remittance procedure specified in Paragraph 9(a)(ii)(C) is utilized in connection with the option exercise, payment of the Exercise Price option price for the purchased shares must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exerciseExercise. (cd) As Assuming Optionee does not sell the purchased shares of Common Stock on the Exercise Date, as soon as practical after the Exercise Date as practicalDate, the Corporation Company shall either (i) issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To , or (ii) instruct the extent any such Option Shares are unvested, Company’s transfer agent to make a book-entry reflecting the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestpurchase on its stockholder ledger. (de) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for as to the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option is exercised for unvested one or more Option Shares, execute and deliver to . Copies of the Corporation a Purchase Agreement for those unvested Option SharesNotice of Exercise may be obtained from the Corporation’s intranet at xxxx://xxxx/xxxxxxx/xxx/xxx.doc. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise Withholding Taxes and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date. Except to the extent the sale and remittance procedure is utilized in order connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to complete the saleCorporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered to the Corporation in connection with the option exercisesatisfaction of all applicable Withholding Taxes. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option SharesShares (either in paper or electronic form), with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to the Option for all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or, in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice The Secretary of Exercise for QuadraMed shall be provided with written notice of the Option exercise (the “Exercise Notice”) in substantially the form of Exhibit I attached hereto, in which there is specified the number of Shares for which to be purchased under the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesOption. (ii) Pay the aggregate The Exercise Price for the purchased shares Shares shall be paid in one or more of the following alternative forms: (A) : • cash or check made payable to the Corporation, (B) QuadraMed’s order; or • shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's QuadraMed’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares; or • if established by QuadraMed and permitted under applicable law, through a special sale “same day sale” commitment from Optionee and remittance procedure pursuant a broker-dealer selected by QuadraMed whereby the Optionee irrevocably elects to which Optionee (or any other person or persons exercising exercise the option) shall concurrently provide irrevocable instructions (I) Option and to sell a Corporation-designated brokerage firm to effect the immediate sale portion of the shares so purchased shares and remit sufficient to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable pay for the purchased total exercise price and whereby the broker-dealer irrevocably commits upon receipt of such shares to forward the total exercise price directly to QuadraMed plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation QuadraMed by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the saleexercise. (iii) Furnish Appropriate documentation evidencing the right to exercise the Corporation appropriate documentation that Option shall be furnished to QuadraMed if the person or persons exercising the option (if Option is other than Optionee. (iv) have Appropriate arrangement must be made with QuadraMed for the right satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe Option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exerciseexercise of the Option, payment of the Exercise Price for the purchased Shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) delivered to the Corporation QuadraMed in connection with the option Option exercise. (c) As soon as practicable after the Exercise Date as practicalDate, QuadraMed shall enter the Corporation purchased shares in book-entry form. Upon the Optionee’s request, QuadraMed shall issue to or on behalf of Optionee (or any other person or persons exercising this optionthe Option) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option the Option be exercised for any fractional sharesShares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or any other person or persons exercising the this option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Secretary of the Corporation a Notice of Exercise (or, to the extent that the option is exercised for one or more unvested Option Shares, a Purchase Agreement) for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the this option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated approved brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or Purchase Agreement) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment Corporation for the satisfaction of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered all income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option the Option with respect to all or any part of the Option Shares for which this option is at Shares, the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice written notice setting forth the number of Exercise for the Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms: (A) cash or check made payable by cancellation of indebtedness of the Corporation to the Corporation,Optionee; (B) by surrender of shares of Common Stock held that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (and, if such shares were purchased from the Corporation by use of a promissory note, such note has been fully paid with respect to such shares); or any other person or persons exercising (2) were obtained by the option) for Optionee in the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, orpublic market; (C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Corporation’s stock exists: (1) through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (an “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or (2) through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or (D) by any combination of the foregoing. Except to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising is utilized in connection with the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale Option exercise, payment of the purchased shares and remit to the Corporation, out Exercise Price in one of the sale proceeds available on forms provided above must accompany the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) written notice delivered to the Corporation to deliver in connection with the certificates for the purchased shares directly to such brokerage firm in order to complete the saleOption exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionthe Option. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws. (v) Make appropriate arrangements with the Corporation for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalexercise date, the Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this optionthe Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option Fractions of Option Shares will not be exercised for any fractional sharesissued but will either be replaced by a cash payment equal to the fair market value of such fraction of an Option Share (based on the closing price of the Common Stock reported by Bloomberg LP on the replacement date) or will be rounded up to the nearest whole share of Common Stock, as determined by the Corporation.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order The Option may be exercised in whole or in part, by delivering written notice of exercise to exercise this option with respect the Company, specifying the number of shares to all or any part be purchased. Payment of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in purchase price may be made by one or more of the following formsmethods: (Ai) cash in cash, by certified or bank check made payable or other instrument acceptable to the Corporation,committee under the Plan (the "Committee"); or (Bii) in the form of shares of the Company's Common Stock held that are not then subject to restrictions, if permitted by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and Committee, in its discretion. Such surrendered shares shall be valued at Fair Market Value (as defined in the Plan) on the Exercise Date, exercise date; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish by the Optionee delivering to the Corporation appropriate documentation Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the person or persons exercising event the option Optionee chooses to pay the purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; or (if iv) by any other than means, (including, without limitation, by delivery of a promissory note of the Optionee, payable on such terms as specified by the Committee) have which the right to exercise this optionCommittee determines are consistent with the purpose of the Plan and with applicable laws and regulations. (b) Except The delivery of certificates representing shares of the Company's Common Stock to be purchased pursuant to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment exercise of the Exercise Price must accompany Option will be contingent upon receipt by the Notice Company of Exercise (the full purchase price for such shares from the Optionee or the Purchase Agreement) delivered to Optionee's legal representative, heirs or legatees and the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf fulfillment of Optionee (or any other person requirements contained in the Plan or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestimposed by applicable law. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option Option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option Option is exercised. To the extent this option the Option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. In connection with the Purchase Agreement, any certificate issued upon the exercise of the Option shall bear legends as set forth in the Purchase Agreement. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Section 14 hereof; or (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price must accompany the Notice of Exercise or Purchase Agreement, as applicable, delivered to the Corporation in connection with the Option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionOption. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this optionOption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option Option be exercised for any fractional shares.

Manner of Exercising Option. (a) a. In order to exercise this option with respect to all or any part of the Option Optioned Shares for which this option is at the time exercisable, Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the optioncase may be) must take the following actions: (i) To i. Provide the extent Secretary of the option is exercised for vested Option SharesCompany with written notice of such exercise, execute and deliver specifying the number of Optioned Shares with respect to the Corporation a Notice of Exercise for the Option Shares for which the option is being exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) . Pay the aggregate Exercise Price for the purchased shares Optioned Shares in one or more of the following alternative forms: : (A) full payment in cash or by check made payable to the Corporation, Company’s order; (B) shares full payment in Shares of Common Stock held by Optionee the Company valued at Fair Market Value (or any other person or persons exercising as such term is defined in the optionPlan) for on the requisite period necessary to avoid a charge to exercise date; (C) full payment in combination of Shares of the Corporation's earnings for financial reporting purposes and Company valued at Fair Market Value on the Exercise Date, or (C) exercise date and cash or check payable to the extent the option is exercised for vested Option Shares, Company’s order; or (D) payment effected through a special broker-dealer sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions you (I) will provide irrevocable written instructions to a Corporationthe designated broker-designated brokerage firm dealer to effect the immediate sale of the purchased shares Shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement dateproceeds, sufficient funds an amount equal to cover the aggregate Exercise Price payable for the purchased shares Shares plus all applicable Federal, state Federal and local State income and employment taxes required to be withheld by the Corporation Company by reason of such exercise purchase and (II) will provide written directives to the Corporation Company to deliver the certificates for the purchased shares Shares directly to such brokerage firm in order to complete the salebroker-dealer. (iii) . Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (option, if other than Optionee) you, have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) b. In no event may this option be exercised for any fractional sharesshare.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Administrator in accordance with Paragraph 12; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to the Option for all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or, in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice The Secretary of Exercise for QuadraMed shall be provided with written notice of the Option exercise (the “Exercise Notice”) in substantially the form of Exhibit I attached hereto, in which there is specified the number of Shares for which to be purchased under the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesOption. (ii) Pay the aggregate The Exercise Price for the purchased shares Shares shall be paid in one or more of the following alternative forms: (A) : • cash or check made payable to the Corporation, (B) QuadraMed’s order; or • shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's QuadraMed’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares; or • if established by QuadraMed and permitted under applicable law, through a special sale “same day sale” commitment from Optionee and remittance procedure pursuant a broker-dealer selected by QuadraMed whereby the Optionee irrevocably elects to which Optionee (or any other person or persons exercising exercise the option) shall concurrently provide irrevocable instructions (I) Option and to sell a Corporation-designated brokerage firm to effect the immediate sale portion of the shares so purchased shares and remit sufficient to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable pay for the purchased total exercise price and whereby the broker-dealer irrevocably commits upon receipt of such shares to forward the total exercise price directly to QuadraMed plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation QuadraMed by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the saleexercise. (iii) Furnish Appropriate documentation evidencing the right to exercise the Corporation appropriate documentation that Option shall be furnished to QuadraMed if the person or persons exercising the option (if Option is other than Optionee. (iv) have Appropriate arrangement must be made with QuadraMed for the right satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe Option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exerciseexercise of the Option, payment of the Exercise Price for the purchased Shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) delivered to the Corporation QuadraMed in connection with the option Option exercise. (c) As soon as practicable after the Exercise Date as practicalDate, the Corporation QuadraMed shall issue to or on behalf of Optionee (or any other person or persons exercising this optionthe Option) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option the Option be exercised for any fractional sharesShares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (BA) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CB) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Company in connection with the option exercise. (iii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except Execute and deliver to the extent Company such written representations as may be requested by the sale and remittance procedure is utilized Company in connection order for it to comply with the option exercise, payment applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Exercise Price must accompany the Notice of Exercise Company (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the applicable appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Secretary of the Corporation a Notice shall be provided with written notice of the option exercise (the "Exercise for Notice") in substantially the form of Exhibit I attached hereto, in which there is specified the number of vested Option Shares for which to be purchased under the option is exercisedexercised option. To the extent this that the option is exercised for one or more unvested Option Shares, execute and Optionee (or other person exercising the option) shall deliver to the Secretary of the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate The Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - cash or check made payable to the Corporation, (B) 's order; or - shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) ; or - to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish Appropriate documentation evidencing the right to exercise this option shall be furnished the Corporation appropriate documentation that if the person or persons exercising the option (if is other than Optionee. (iv) have Appropriate arrangement must be made with the right Corporation for the satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the exercise of the option exercisefor vested Option Shares, payment of the Exercise Price for the purchased shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) Agreement delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares shares of Stock for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise (“Notice”) (in the form attached to this Agreement) for the Option Shares shares of Stock for which the option Option is exercised. To , which Notice may require the extent this option is exercised for unvested Option Shares, execute and deliver Optionee to certify in a manner acceptable to the Corporation a Purchase Agreement for those unvested Option Shares.Company that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and (ii) Pay the aggregate Option Exercise Price for the purchased shares in one or more of the following forms: (A) cash by cash, wire transfer or check made payable to the Corporation,Company; (B) in shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes at least six (6) months and valued at Fair Market Value on the Exercise Date, date of exercise; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated the approved brokerage firm firms to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (II) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) sales transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option Option exercise, payment of the Option Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option Option exercise. In the event this Option is exercised by any person or persons other than the Optionee, the Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (iii) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (cb) As soon as practical after the Exercise Date as practicaldate of exercise, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this optionOption) a certificate for the purchased Option Sharesshares of Stock, with the appropriate legends legends, if any, affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising permitted to exercise the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares.; (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock (1) held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and (2) valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Vested Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I1) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option.; (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of applicable securities laws; and (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to the Option for all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or, in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice The Secretary of Exercise for Autobytel shall be provided with written notice of the Option exercise (the “Exercise Notice”) in substantially the form of Exhibit I attached hereto, in which there is specified the number of Shares for which to be purchased under the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesOption. (ii) Pay the aggregate The Exercise Price for the purchased shares Shares shall be paid in one or more of the following alternative forms: (A) : • cash or check made payable to the Corporation, (B) shares Autobytel’s order; or • Shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's Autobytel’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or ; or • if established by Autobytel and permitted under applicable law (C) to including the extent financial accounting rules associated with avoiding additional financial expense through the option is exercised for vested Option Sharesmethod of exercise), through a special sale “same day sale” commitment from Optionee and remittance procedure pursuant a broker-dealer selected by Autobytel whereby the Optionee irrevocably elects to which Optionee (or any other person or persons exercising exercise the option) shall concurrently provide irrevocable instructions (I) Option and to sell a Corporation-designated brokerage firm to effect the immediate sale portion of the Shares so purchased shares and remit sufficient to pay for the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate total Exercise Price payable for the purchased shares Shares being exercised and whereby the broker-dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price for the Shares being exercised directly to Autobytel plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Autobytel by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the saleexercise. (iii) Furnish Appropriate documentation evidencing the right to exercise the Corporation appropriate documentation that Option shall be furnished to Autobytel if the person or persons exercising the option (if Option is other than Optionee. (iv) have Appropriate arrangement must be made with Autobytel for the right satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe Option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exerciseexercise of the Option, payment of the Exercise Price for the purchased Shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Autobytel in connection with the option Option exercise. (c) As soon as practicable after the Exercise Date as practicalDate, the Corporation Autobytel shall issue to or on behalf of Optionee (or any other permitted person or persons exercising this optionthe Option) a certificate for or certificates representing the purchased Option Shares. The right to receive Shares under this Agreement may not be assigned, with transferred, pledged or otherwise disposed of in any way by the appropriate legends affixed thereto. To Optionee (other than by will or the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights laws of descent and may be held in escrow with the Corporation until such shares vestdistribution). (d) In no event may this option the Option be exercised for any fractional sharesShares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise Stock Purchase Agreement substantially in the form attached hereto as Exhibit A for the Option Shares for which the option is exercised. To , or such other form as may be prescribed by the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesCompany. (ii) Pay the aggregate Exercise Price Price, plus all applicable federal, state and local income and employment taxes, if any, for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; (B) a promissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with Section 19; (C) if then permitted by the Plan Administrator, in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) if the Common Stock is registered under Section 12(g) of the 1934 Act and to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (Ii) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIii) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Stock Purchase Agreement) Agreement delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person exercising the option (if other than Optionee) has the right to exercise the option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this the option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvestedsubject to repurchase rights, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's Company’s repurchase rights and may be held in escrow with the Corporation Company until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option the Option with respect to all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee the Option Holder (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check cheque made payable to the Corporation,Company; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee the Option Holder (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (II) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction; (C) a promissory note payable to the Company, but only to the extent authorized by the Option Administrator in accordance with Paragraph 13; and (D) if at the relevant time the Shares are traded on any stock exchange, Shares held by the Option Holder (or any other person or persons exercising the Option) for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date. (iiiii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option Option (if other than Optioneethe Option Holder) have the right to exercise this optionthe Option. (iii) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining the Option Holder) for the satisfaction of all tax withholding requirements applicable to the Option exercise. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee the Option Holder (or any other person or persons exercising this optionthe Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To . (c) In no event may the extent Option be exercised for any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestfractional Shares. (d) In no event may Notwithstanding any other provisions of this option be exercised Agreement or any other agreement to the contrary, if at the time the Option is exercised, the Option Holder is indebted to the Company (or any Parent or Subsidiary) for any fractional sharesreason, the following actions shall be taken, as deemed appropriate by the Option Administrator: (i) any Shares to be issued upon such exercise shall automatically be pledged against the Option Holder’s outstanding indebtedness; and (ii) if the Option is exercised in accordance with subparagraph 9(a)(i)(B) above, the after tax proceeds of the sale of the Option Holder’s Shares shall automatically be applied to the outstanding balance of the Option Holder’s indebtedness.

Manner of Exercising Option. (a) In order The Options will be exercisable by notice (an “Exercise Notice”) and payment to exercise this option the Company in accordance with the procedure prescribed herein; provided, that the aggregate Exercise Price with respect to any one such exercise will not be less than $[5,000], unless the exercise represents an exercise of all Options that are vested and exercisable as of the date of the exercise. If the Employee fails to accept delivery of and pay for all or any part of the Option Shares for number of shares specified in the Exercise Notice upon tender or delivery thereof, the Employee’s right to exercise the Options with respect to the undelivered shares may be terminated in the sole discretion of the Company’s Compensation Committee. (b) Each Exercise Notice will (1) state the number of shares in respect of which this option is at Options are being exercised, (2) be accompanied by payment as provided in paragraph (c) below and (3) be signed by the time exercisable, Optionee (or any other person or persons exercising entitled to exercise the option) must take Options. If Options are being exercised by any person or persons other than the following actions: (i) To Employee, the extent the option is exercised for vested Option SharesExercise Notice will be accompanied by proof, execute and deliver satisfactory to the Corporation a Notice Company and its counsel, of Exercise for the Option Shares for which right of the option is exercised. To person or persons to exercise the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesOptions. (iic) Pay Payment of the Exercise Price will be made by delivering to the Company any one or a combination of (1) a certified or bank cashier’s check payable to the Company or its order or a wire transfer directly to an account specified by the Company, (2) one or more certificates evidencing shares of Common Stock owned by the Employee immediately prior to the exercise, together with a duly executed stock power, having an aggregate Fair Market Value (defined below) on the date on which the Exercise Notice is given equal to the aggregate Exercise Price for the purchased shares in one or more (3) a copy of the following forms: (A) cash or check made payable irrevocable instructions to a registered broker/dealer to deliver promptly to the Corporation, (B) Company an amount of proceeds from the sale of shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge be issued pursuant to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on Options being exercised or of a loan being made by such broker-dealer with respect to shares of Common Stock to be issued pursuant to the Options being exercised sufficient, in either case, to pay the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salePrice. (iiid) Furnish The certificate or certificates representing shares of Common Stock to be issued upon exercise of the Corporation appropriate documentation that Options will be registered in the name of the person or persons exercising the option Options, or, if the Options are exercised by the Employee and the Employee so requests in the applicable Exercise Notice, in the name of the Employee and the Employee’s spouse, jointly, with right of survivorship. The certificate or certificates will be delivered within 10 days after receipt of payment and compliance by the Employee; provided, that in the case of clause (if other than Optionee3) have of the right to exercise this optionfirst sentence of Section 9(c), the Company will not make delivery of the certificate or certificates until payment is actually received from the broker/dealer. (be) Except The Company will have no obligation to issue or deliver fractional shares of Common Stock upon exercise of the Options but may, in its sole discretion, elect to do so. In lieu of issuing any fractional share, the Company will pay to the extent person exercising the sale and remittance procedure is utilized in connection with the option Options, promptly following exercise, payment an amount in cash equal to the Fair Market Value of the Exercise Price must accompany fraction of a share as of the Notice date of Exercise exercise. “Fair Market Value” as of any date means (1) the closing sales price per share of Common Stock on the national securities exchange on which the stock is principally traded, on the next preceding date on which there was a sale of the stock on the exchange, (2) if the shares of Common Stock are not listed or the Purchase Agreement) delivered admitted to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practicaltrading on any exchange, the Corporation shall issue to closing price as reported by the Nasdaq Stock Market for the last preceding date on which there was a sale of the stock on that market, (3) if the shares of Common Stock are not then listed on a national securities exchange or on behalf the Nasdaq Stock Market, the average of Optionee (or any other person or persons exercising this option) a certificate the highest reported bid and lowest reported asked prices for the purchased Option Sharesshares of Common Stock as reported by the National Association of Securities Dealers, with Inc. Automated Quotations (“NASDAQ”) system for the appropriate legends affixed thereto. To last preceding date on which the extent bid and asked prices were reported or (4) if the shares of Common Stock are not then listed on any such Option Shares securities exchange or prices therefor are unvestednot then quoted in the NASDAQ system, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing value determined in good faith by the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestCompany’s Compensation Committee. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-notification/pre clearance policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by mailing written notice of exercise to the Company at its principal executive office, marked for the attention of its Secretary. The notice shall state the election to exercise this option with respect to all or any part of the Option and the number of Common Shares for in respect of which this option it is at being exercised, and shall be signed by the time exercisable, Optionee (or any other person or persons exercising the option) must take Option. If the following actionsperson exercising the Option is not the Employee, he or she shall also send with the notice appropriate proof of his or her right to exercise the Option. Such notice shall be accompanied by either: (i) To the extent the option is exercised for vested Option SharesPayment (by check, execute and deliver bank draft or money order payable to the Corporation a Notice Company) of Exercise for the Option full purchase price of the Common Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares.being purchased; or (ii) Pay the Certificates for unencumbered Common Shares having an aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value (as defined in paragraph 6 of the Plan) on the Exercise Date, or (C) date of exercise equal to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale purchase price of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required Common Shares to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.purchased; or (iii) Furnish A combination of cash and such unencumbered Common Shares. The employee shall duly endorse all certificates delivered to the Corporation appropriate documentation Company pursuant to the foregoing subparagraph (a)(ii) or (iii) in blank and shall represent and warrant in writing that he or she is the person owner of the shares so delivered free and clear of all liens, security interests and other restrictions or persons exercising the option (if other than Optionee) have the right to exercise this optionencumbrances. (b) Except As soon as practicable after receipt of the purchase price provided for above, the Company shall deliver to the extent person exercising the sale Option, in the name of the Employee, or his or her estate or heirs, as the case may be, a certificate or certificates representing the Common Shares being purchased. The Company shall pay all original issue or transfer taxes, if any, with respect to the issue or transfer of the Common Shares to the person exercising the Option and remittance procedure is utilized all fees and expenses necessarily incurred by the Company in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered therewith. All Common Shares so issued shall be fully paid and nonassessable. Notwithstanding anything to the Corporation contrary in connection with the option exercise. (c) As soon after the Exercise Date as practicalthis Agreement, the Corporation Company shall not be required, upon the exercise of this Option or, any part thereof, to issue or deliver any Common Shares prior to the completion of such registration or on behalf other qualification of Optionee (such Common Shares under any State law, rule or any other person regulation as the Company shall determine to be necessary or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestdesirable. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Secretary of the Corporation a Notice shall be provided with written notice of the option exercise (the "Exercise for Notice") in substantially the form of Exhibit I attached hereto, in which there is specified the number of vested Option Shares for which to be purchased under the option is exercisedexercised option. To the extent this that the option is exercised for one or more unvested Option Shares, execute and Optionee (or other person exercising the option) shall deliver to the Secretary of the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate The Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - cash or check made payable to the Corporation, (B) 's order; or - shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) ; or - to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish Appropriate documentation evidencing the right to exercise this option shall be furnished the Corporation appropriate documentation that if the person or persons exercising the option (if is other than Optionee. (iv) have Appropriate arrangement must be made with the right Corporation for the satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment exercise of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased vested Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.payment

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-Corporation- designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. a. This Option may be exercised only as to whole shares and only by written notice signed by Optionee (aor in the case of exercise after Optionee's death or disability, by Optionee's legal representative, executor, administrator, heir or legatee, as the case may be) In order and mailed or delivered to exercise this option the President or Secretary of the Company at its principal office, which notice shall: (i) specify the number of Option Shares with respect to all which Option is being exercised; (ii) be accompanied by payment in full in cash; (iii) if the shares of Common Stock issuable upon exercise of the Option are not then covered by a current registration statement of the Company under the Securities Act of 1933, as amended (the "Securities Act"), include a statement to the effect that Optionee, or other person exercising the Option, is purchasing the Option Shares for investment and not with a view to, or for sale in, any part distribution thereof; and (iv) if the Option is being exercised by a person or persons other than Optionee, be accompanied by proof satisfactory to the Company and its counsel, that such person or persons have the right to exercise the Option. Prior to the issuance of the Option Shares hereunder, Optionee shall: (i) execute and deliver to the Company such other representations in writing as may be reasonably requested by the Company in order for which this option is it to comply with the applicable requirements of Federal and State securities laws and (ii) pay to the Company an amount equal to the federal withholding tax obligation with respect to the exercised Option Shares, as reasonably determined by the Company. b. This Option shall be deemed to have been exercised with respect to the Option Shares specified in said notice at the time exercisable, Optionee (or any other person or persons exercising of receipt by the option) must take the following actionsCompany of: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. notice specified in Section 6(a) hereof; (ii) Pay any representations reasonably required by the aggregate Exercise Price for Company pursuant to Section 7(a) hereof; and (iii) the purchased shares payments required in one or more of Section 6(a) hereof. c. Unless the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale issuable upon exercise of the purchased shares and remit to the Corporation, out Option are covered by a then current registration statement of the sale proceeds available on Company under the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvestedSecurities Act, the certificates for those representing the Option Shares issued or to be issued hereunder shall be endorsed stamped or otherwise imprinted with an appropriate legend evidencing legends substantially in the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir or persons exercising beneficiary, as the optioncase may be) must take the following actions: (i) To provide the extent Chief Financial Officer of the option is exercised for vested Option SharesCompany with written notice on a form approved by the Committee of such exercise, execute and deliver specifying the number of Shares with respect to the Corporation a Notice of Exercise for the Option Shares for which the option is being exercised. To , or provide the extent this Chief Financial Officer of the Company or such third party involved in administering the Plan as the Company may designate from time to time with electronic notice of such exercise, specifying the number of Shares with respect to which the option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Sharesbeing exercised. (ii) Pay pay the aggregate Exercise Price for the purchased shares Shares in one or more of the following formsalternative forms to the extent permitted by applicable laws and regulations: (A) full payment at the time the Option is exercised in cash or by certified or bank check made payable to the Corporation,Company’s order; (B) by delivery to the Company of other shares of Common Stock held by Optionee Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby you identify for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receive a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”); (C) through a “cashless exercise program” established with a broker; (D) by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise; (E) by any combination of the foregoing methods; or (F) in any other form of legal consideration that may be acceptable to the Committee; and (iii) furnish to the Company appropriate documentation that the person or persons exercising the optionOption, if other than you, have the right to exercise the Option. (b) In no event may the Option be exercised for the requisite period necessary to avoid a charge any fractional share. (c) Notwithstanding anything in this Agreement to the Corporation's earnings for financial reporting purposes and valued at contrary, in the event of your death within ninety (90) days before the Expiration Date, if your estate or designated beneficiary does not exercise your vested options, then, provided the exercise price of your vested options is less than the then Fair Market Value of the Common Stock on the Exercise first business day immediately preceding the Expiration Date, or (C) then your estate or designated beneficiary will be deemed to have exercised the vested options on such date and given permission to the extent the option is exercised for vested Option Shares, Company to effectuate a “cashless exercise” through a special broker-dealer sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising a broker selected by the option) shall concurrently provide Company will be provided irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of all of the purchased shares Shares underlying the Option and remit to the CorporationCompany, out of the sale proceeds available on the settlement dateproceeds, sufficient funds an amount equal to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (II) purchase. The remaining sales proceeds will be transferred to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the saleyour estate or beneficiary, as applicable. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) provided the Optionee is an Employee and in the Corporation's sole discretion at the time this option is exercised, by delivery of a promissory note in a form approved by the Corporation for the aggregate Exercise Price, provided that any promissory note used to pay the Exercise Price shall be subject to the provision of Paragraph 9(d) and that if the Corporation is incorporated in the State of Delaware, the Optionee shall pay in cash that portion of the aggregate Exercise Price not less than the par value of the Option Shares being acquired; (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state state, local, and local foreign income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iiiii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biii) Except Execute and deliver to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered Corporation a written notice to the Corporation in connection a form acceptable to the Corporation, indicating the Optionee's intent to exercise the option and any such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal, state, and foreign securities laws. (iv) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state, local, and foreign income and employment tax withholding requirements applicable to the option exercise. (cb) As Unless the Exercise Price is paid pursuant to Paragraph 9(a)(i)(D), as soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares. (d) No promissory note shall be permitted if an exercise of this option using a promissory note would be a violation of any law. If at any time the Corporation is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Corporation's securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations. The Corporation in its sole discretion, may require the Optionee to pay the unpaid principal balance of the promissory note and any accrued interest thereon upon termination of the Optionee's Service for any reason, with or without cause.

Manner of Exercising Option. (a) In order to exercise this option the Option with respect to all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must shall provide written notice of Optionee’s election to exercise all or a portion of the Option and shall take the following additional actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate A Exercise Price and/or B/C Exercise Price, as the case may be, for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) by a “net exercise” method whereby the Company withholds from the delivery of the shares of Common Stock for which the Option is exercised that number of shares of Common Stock having a Fair Market Value equal to the aggregate exercise price for the shares of Common Stock for which the Option is exercised; or (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to If the extent Common Stock is at the option time traded on Nasdaq or any Stock Exchange at the time the Option is exercised for vested Option Sharesexercised, then the A Exercise Price and B/C Exercise Price may also be paid through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the optionOption) shall concurrently provide irrevocable written instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate A Exercise Price payable and/or B/C Exercise Price payable, as the case may be, for the purchased shares plus all applicable Federal, state national and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option Option exercise, payment of the A Exercise Price and/or B/C Exercise Price, as the case may be, must accompany the Notice of Exercise (or the Purchase Agreement) notice delivered to the Corporation Company in connection with the option exercise. (cii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option. (iii) Make appropriate arrangements with the Company for the satisfaction of all applicable national and local income and employment tax withholding requirements applicable to the Option exercise. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this optionthe Option) a certificate for the purchased Option Shares, with the appropriate legends (if any) affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option the Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for the requisite period (if any) necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, purposes; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation's pre-notification/pre clearance policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) a promissory note payable to the Company, but only to the extent authorized by the Board of Directors in accordance with Paragraph 13 of this Agreement. Should the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended, at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the CorporationCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Company in connection with the option exercise. (iiiii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biii) Except Execute and deliver to the extent Company such written representations as may be requested by the sale and remittance procedure is utilized Company in connection order for it to comply with the option exercise, payment applicable requirements of Federal and state securities laws. (iv) Make appropriate arrangements with the Exercise Price must accompany the Notice of Exercise Company (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesAgreement. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) a promissory note payable to the Company, but only to the extent authorized by the Company. (iii) Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (A) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CB) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) Agreement delivered to the Corporation Company in connection with the option exercise. (civ) As soon after The exercise price of the Exercise Date Options may also be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, (ii) by delivery to the Company of other Common Stock of the Company valued at its then established fair market value (as practicaldefined below), (iii) by delivery to the Company of either options or stock of the Company including, without limitation, this Option, valued at the difference between their exercise price and the then established fair market value of the Company’s Common Stock, (iv) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the Corporation shall issue to use of other Common Stock of the Company) with the holder hereof, or on behalf of Optionee (or v) any other person or persons exercising form of legal consideration that may be acceptable to the Board of Directors, in their discretion. For the purposes of this optionSection 4, the fair market value of the Company’s Common Stock shall be defined as (i) a certificate the closing sale price for the purchased Common Stock on the primary exchange upon which the shares are listed and traded on the date prior to the date the Option Sharesis exercised, with or (ii) if the appropriate legends affixed thereto. To the extent shares are not traded on any such Option Shares are unvestednational exchange, the certificates closing sale price for those the Common Stock on the NASDAQ National Market on the date prior to the date the Option Shares is exercised, or (iv) if the shares are neither traded on a national exchange nor listed on the NASDAQ National Market, then the average of the bid and ask prices for the Common Stock in the Over-The-Counter Market as quoted on the NASDAQ Capital Market, on the date prior to the date the Option is exercised, or (iv) if the shares of Common Stock are neither traded on a national exchange or the NASDAQ National Market nor quoted on the NASDAQ Capital Market, the average of the bid and ask prices for the Common Stock as quoted by any recognized securities quotation service such as the OTC.QB of the OTC Markets Group, LLC or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, or (v) if the shares of Common Stock are not quoted on any recognized securities quotation service such as the OTC.QB of the OTC Markets Group, LLC or the OTC Electronic Bulletin Board on the date prior to the date the Option is exercised, then the fair market value of the Company’s Common Stock shall be endorsed with the price paid for the Company’s Common Stock in the most recent transaction involving the Company and a nonaffiliated purchaser in an appropriate legend evidencing arm’s length transaction (the Corporation's repurchase rights “Fair Market Value”). In the case of any deferred payment arrangement, any interest shall be payable at least annually and may shall be held in escrow with charged at the Corporation until such shares vestminimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Internal Revenue Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash Cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise (see attached form) for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the CorporationCorporation (includes cash paid from Optionee's brokerage pursuant to a presale of shares in a so-called "cashless" exercise), (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Payment forms (B), and (C) above shall be accepted solely at the option of the Plan Administrator. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Corporation may establish for notifying the Corporation of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for the requisite any required period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, purposes; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisableShares, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; (B) shares of Common Stock held by Optionee (or any other person or persons exercising should the option) for Shares be publicly traded on an established stock exchange at the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and time this option is exercised, in Shares valued at Fair Market Value on the Exercise Date, Date and held for the period (if any) necessary to avoid a charge to the Company’s earnings for financial reporting purposes; or (C) to should the extent Shares be publicly traded on an established stock exchange at the time this option is exercised for vested Option Sharesexercised, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (IA) to a Corporation-designated brokerage firm (with such brokerage firm reasonably satisfactory to the Company for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIB) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Company (or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable tax withholding requirements applicable to the option exercise. (vi) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (db) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the number of Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the optionOption) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price must accompany the Notice of Exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionOption. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) by cash or check made payable to the Corporation,. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (BA) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CB) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or any other person check) by the Corporation or persons exercising the option) shall concurrently provide receipt of irrevocable instructions (I) to a Corporation-designated brokerage firm pay the aggregate exercise price to effect the immediate sale Corporation from the sales proceeds, provided that such program is not in violation of the purchased shares and remit prohibition on the extension of credit to the Corporation, out 's executive officers and Board members under Section 402 of the sale proceeds available on Xxxxxxxx-Xxxxx Act of 2002, in the settlement dateopinion of counsel acceptable to the Corporation. Except to the extent a Regulation T program is utilized in connection with the option exercise, sufficient funds to cover payment of the aggregate Exercise Price payable for must accompany the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason Notice of such exercise and (II) Exercise delivered to the Corporation to deliver in connection with the certificates for the purchased shares directly to such brokerage firm in order to complete the saleoption exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) : cash or check made payable to the Corporation, (B) Company; a promissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with the Paragraph 13; shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) ; or to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (II) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order Subject to exercise this option with respect to all or any part the satisfaction of the conditions contained in this Agreement, the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is may be exercised for vested Option Shares, execute and deliver to the Corporation Shares by delivering a Notice of Exercise in the form attached hereto as Exhibit A, to the Company, at its principal headquarters (attention: Chief Financial Officer), which presently is located at 0000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, duly completed and executed by Optionee or his or her legal representative, together with payment in full for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held purchased thereby. Payment may also be made by Optionee (or means of any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld method permitted by the Corporation Plan and approved by reason the Committee, such as the delivery of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person a promissory note or persons exercising the option (if other than Optionee) have the right to exercise this optionsurrender of Shares. (b) Except Notwithstanding anything in this Agreement to the extent contrary, at the sale and remittance procedure is utilized in connection with the option exercise, payment sole discretion of the Exercise Price must accompany the Notice of Exercise (Committee or the Purchase AgreementBoard, the aggregate exercise price of the portion of this Option being exercised shall be paid, in whole or in part, (i) delivered by cash or check payable to the Corporation Company; (ii) by surrender to the Company of that number of fully paid and non-assessable shares of Common Stock owned by Optionee based on the Fair Market Value equal to applicable exercise price; or (iii) by means of a “net value” exercise which reduces the number of Option Shares to be received upon such exercise to a “Net Number” of Option Shares determined according to the following formula: Net Number = (A x (B - C))/B. For purposes of the foregoing formula: A = the total number of Option Shares with respect to which this Option is then being exercised; B = the Fair Market Value of the Common Stock on the trading date immediately preceding the date of the applicable exercise of this Option; and C = the exercise price then in connection with effect at the option time of such exercise. (c) As soon after . If the Exercise Date as practical, Committee or the Corporation shall issue to or on behalf Board has not previously designated a form of Optionee (or any other person or persons exercising this option) a certificate payment for the purchased Option Sharesexercise price, with then the appropriate legends affixed theretoexercise price shall be deemed payable by a “net value” exercise pursuant to foregoing subpart (iii). To the extent It is specifically intended that any such Option Shares are unvestedexercise contemplated hereunder be exempt from the “short-swing profit” rule of Section 16(b) of the Exchange Act of 1934, as amended (the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing “Exchange Act”), as provided by Rule 16b-3 of the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestExchange Act. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for as to the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Corporation may establish for notifying the Corporation of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in a manner reasonably satisfactory to the Corporation) held by Optionee (or any other person or persons exercising the option) for the requisite period (if any) necessary to avoid a any resulting charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation's pre-clearance/pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes Withholding Taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option SharesShares (either in paper or electronic form), with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exerciseCorporation for the satisfaction of all Federal, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered state and local income tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at Shares, the time exercisable, Optionee Participant (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Exercise, or comply with such procedures as the Corporation may establish for notifying the Corporation of the exercise of the option, for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) in shares of Common Stock valued at Fair Market Value on the Exercise Date and held by Optionee (or any other person or persons exercising the option) for the requisite period (if any) necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, purposes; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) Participant shall concurrently provide irrevocable instructions (IA) to a Corporation-designated brokerage firm (with such brokerage firm reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-clearance or pre-notification policies) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (ciii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than the Participant) have the right to exercise this option. (iv) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining the Participant) for the satisfaction of all applicable tax withholding requirements applicable to the option exercise in accordance with the Plan. (v) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee the Participant (or any other person or persons exercising this option) a certificate (which may be in electronic form) for the purchased Option Shares, with the any appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (db) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Stock Purchase Agreement for the number of Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option Option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the optionOption) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price must accompany the Stock Purchase Agreement delivered to the Corporation in connection with the Option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionOption. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this optionOption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee Participant (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Option Price for the purchased shares Shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; (B) shares of Common Stock Shares held by Optionee Participant (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the CorporationCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) provided that no restrictions against trading in the Shares are then in effect, as contemplated by Paragraph 11, (I) through a “net exercise” arrangement to the extent the option is exercised for vested Option Sharespermitted by applicable law, or (II) through a special sale and remittance procedure pursuant to which Optionee Participant (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ix) to a CorporationCompany-designated approved brokerage firm to effect the immediate sale of the purchased shares Shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Option Price payable for the purchased shares plus all applicable FederalShares, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIy) to the Corporation Company to deliver the certificates for or other evidence of the purchased shares Shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the net exercise or the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Option Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Participant) have the right to exercise this option. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue deliver to or on behalf of Optionee Participant (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To thereto or shall effect book-entry registration in the extent any Participant’s (or such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestother person’s) name. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Secretary of the Corporation a Notice shall be provided with written notice of the option exercise (the "Exercise for Notice") in substantially the form of Exhibit I attached hereto, in which there is specified the number of vested Option Shares for which to be purchased under the option is exercisedexercised option. To the extent this that the option is exercised for one or more unvested Option Shares, execute and Optionee (or other person exercising the option) shall deliver to the Secretary of the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate The Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - cash or check made payable to the Corporation, (B) 's order; or - shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) ; or - to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish Appropriate documentation evidencing the right to exercise this option shall be furnished the Corporation appropriate documentation that if the person or persons exercising the option (if is other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise (see attached form) for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the CorporationCorporation (includes cash paid from Optionee’s brokerage pursuant to a presale of shares in a so-called “cashless” exercise), (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Payment forms (B), and (C) above shall be accepted solely at the option of the Plan Administrator. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's ’s repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering or mailing written notice of exercise to RealXxxxxx.xxx xx its principal executive office, marked for the attention of the Human Resources Department. The notice shall state the election to exercise this option the Option, the number of Common Shares for which it is being exercised, and be signed by the person exercising the Option. If the person exercising the Option is not Employee, he or she shall enclose with respect the notice appropriate proof of his or her right to all or any part exercise the Option. The date of exercise of the Option Shares for which this option is at shall be the time exercisable, Optionee (or any other person or persons exercising date that the option) must take written notice of exercise with appropriate payment under the following actions: subsection (ib) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld actually received by the Corporation by reason Human Resources Department of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this optionRealXxxxxx.xxx. (b) Except Notice of exercise of the Option shall be accompanied by either: (i) payment (by certified or cashier's check payable to the extent order of RealXxxxxx.xxx) xx the sale and remittance procedure is utilized in connection with the option exercise, payment purchase price of the Exercise Price must accompany Common Shares being purchased; or (ii) if so permitted by the Notice Committee, certificates for unencumbered Common Shares having an aggregate Fair Market Value (as defined in the Plan) on the date of Exercise exercise equal to the purchase price of the Common Shares to be purchased; or (or iii) if so permitted by the Purchase Agreement) Committee, a combination of cash and such unencumbered Common Shares. The purchaser shall endorse all certificates delivered to RealXxxxxx.xxx xxxer the Corporation foregoing subsections (b)(ii) or (iii) in connection with blank and represent and warrant in writing that he or she is the option exerciseowner of the shares so delivered free and clear of all liens, security interests, and other restrictions or encumbrances. (c) As soon as practicable after receipt of the Exercise Date as practicalpurchase price provided for above (and any payment required under Section 12), RealXxxxxx.xxx xxxll deliver to the Corporation shall issue to or on behalf person exercising the Option, in the name of Optionee Employee (or any other person his or persons exercising this optionher estate or heirs, as the case may be) a certificate for or certificates representing the purchased Option SharesCommon Shares being purchased. RealXxxxxx.xxx xxxll pay all original issue or transfer taxes, if any, with respect to the appropriate legends affixed theretoissue of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by RealXxxxxx.xxx xx connection with the exercise of the Option. To All Common Shares issued upon exercise of the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with fully paid and nonassessable. Notwithstanding anything in this Agreement to the contrary, RealXxxxxx.xxx xxxll not be required, upon exercise of the Option or any part thereof, to issue or deliver any Common Shares unless such issuance has been registered under federal and applicable state securities laws or an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestexemption therefrom is available. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must shall provide written notice of Optionee’s election to exercise all or a portion of the option and shall take the following additional actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) a promissory note payable to the Company, but only to the extent authorized by the Board in accordance with Paragraph 13. Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the notice delivered to the Company in connection with the option exercise. (iiiii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biii) Except Execute and deliver to the extent Company such written representations as may be requested by the sale and remittance procedure is utilized Company in connection order for it to comply with the option exercise, payment applicable requirements of U.S. Federal and state securities laws. (iv) Make appropriate arrangements with the Exercise Price must accompany the Notice of Exercise Company (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends (if any) affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) a. In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i1) To the extent the option is exercised for vested Option Shares, execute and deliver to the Secretary of the Corporation a Notice an executed notice of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise for Notice") in which there is specified the number of Option Shares for which are to be purchased under the option is exercisedexercised option. To the extent this the option is exercised for unvested Option Shares, execute and deliver to the Corporation a an executed Purchase Agreement for those unvested Option SharesAgreement. (ii2) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (Aa) cash or check made payable to the Corporation,; or (Bb) a promissory note payable to the Corporation, but only to the extent approved by the Plan Administrator in accordance with Paragraph 13; or (c) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (Cd) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Exercise Notice (or Purchase Agreement) delivered to the Corporation in connection with the option exercise. (iii3) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b4) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of Federal and state securities laws. (5) Make appropriate arrangements with the Corporation for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (c) b. As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) c. In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option the Option with respect to all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) in shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option Option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the optionOption) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise exercise, and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm firm, after sufficient funds have been remitted to the Corporation, in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the Option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionthe Option. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this optionthe Option) a certificate or electronic book entry for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option the Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's ’s repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order To exercise an Option, the Option Holder shall deliver written notice to exercise this option with respect to all or any part the Company specifying the number of the Option Shares for which this option the Option is exercised. The purchase of such Option Shares shall take place at the principal offices of the Company within thirty (30) days following delivery of such notice, at which time exercisablethe Option Price of the Shares shall be paid in full by one or any combination of the methods set forth below and the other conditions to exercise set forth in Section 8(b) shall be satisfied or otherwise waived by the Company. (b) To exercise the Option, Optionee Option Holder (or any other person or persons exercising the optionOption) must take the following actionsmust: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for Company the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option SharesAgreement. (ii) Pay the aggregate Exercise Option Price for the purchased shares Option Shares in one or more of the following forms:forms (or by any other method approved by the Committee upon the request of the Option Holder): (A) cash or check made payable to the Corporation,in cash; (B) shares of Common Stock held by Optionee (certified check, cashier’s check or any other person or persons exercising the option) for the requisite period necessary to avoid a charge check acceptable to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on Company, payable to the Exercise Date, ororder of the Company; (C) if expressly permitted by a resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), to the extent such Option Price is in excess of the option is exercised for vested par value of those Shares, by delivering a full-recourse promissory note bearing interest at a market rate and secured by those Option Shares, through and the payment schedule in effect for any such promissory note shall be established by the Committee in its sole discretion; or (D) if expressly permitted by a special sale and remittance procedure resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), by delivery to the Company of certificates representing the number of Shares then owned by the Option Holder, the Fair Market Value of which equals the purchase price of the Shares purchased pursuant to which Optionee the Option, properly endorsed for transfer to the Company; provided however, that the Option may not be exercised by delivery to the Company of certificates representing Shares, unless such Shares have been held by the Option Holder for more than six (6) months (or such other period of time as the Committee determines is necessary to avoid adverse financial accounting treatment to the Company). For purposes of this Plan, the Fair Market Value of any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale Shares delivered in payment of the purchased shares and remit to the Corporation, out purchase price upon exercise of the sale proceeds available on Option shall be the settlement date, sufficient funds to cover Fair Market Value as of the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the saleDate. (iii) Furnish to the Corporation Company appropriate documentation that the person or persons exercising the option Option (if other than OptioneeOption Holder) have the right to exercise this optionthe Option. (biv) Except Execute and deliver to the extent Company such written representations as may be requested by the sale and remittance procedure is utilized Company in connection order for it to comply with the option exercise, payment applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Exercise Price must accompany Company for the Notice satisfaction of Exercise (or the Purchase Agreement) delivered all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to a properly executed certificate or on behalf of Optionee (or any other person or persons exercising this option) a certificate for certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend delivered to or at the direction of the Option Holder. If Options on less than all Option Shares evidenced by this Agreement are exercised, the Company shall deliver a new stock option agreement evidencing the Corporation's repurchase rights and may be held in escrow with Option on the Corporation until such shares vestremaining Option Shares upon delivery of this Agreement for the Option being exercised. (d) In no event may this option the Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with such option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To The Corporation will use commercially reasonable efforts to file with the extent any such SEC a registration statement on Form S-8 covering all shares of Common Stock issuable pursuant to outstanding options under the Target Stock Option Plan, as defined in the Agreement and Plan of Reorganization between the Corporation and Internet Middleware Corporation, dated March 17, 1997 (the "Reorganization Agreement"), assumed by the Corporation pursuant to the Reorganization Agreement and all Option Shares are unvested, pursuant to this Agreement. Acquiror shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep such registration statement effective until all of the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestof Common Stock have been sold thereunder. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Secretary of the Corporation a Notice shall be provided with written notice of the option exercise (the "Exercise for Notice") in substantially the form of Exhibit I attached hereto, in which there is specified the number of vested Option Shares for which to be purchased under the option is exercisedexercised option. To the extent this that the option is exercised for one or more unvested Option Shares, execute and Optionee (or other person exercising the option) shall deliver to the Secretary of the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate The Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - cash or check made payable to the Corporation, (B) 's order; or - shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) ; or - to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of [Purchase Agreement/Exercise Notice] for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option SharesShares and unless prohibited by Section 402 of the Sarbanes Oxley Act of 2002, through payment in accordance with a special brokerage transaction as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board out of the sale proceeds available on the settlement date of sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and remittance procedure pursuant employment taxes required to which be withheld by the Corporation by reason of such exercise and the Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such a brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the applicable requirements of applicable securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Corporation may establish for notifying the Corporation of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee Participant (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Option Price for the purchased shares Shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; (B) shares of Common Stock Shares held by Optionee Participant (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the CorporationCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) provided that no restrictions against trading in the Shares are then in effect, as contemplated by Paragraph 11, (I) through a “net exercise” arrangement to the extent the option is exercised for vested Option Sharespermitted by applicable law, or (II) through a special sale and remittance procedure pursuant to which Optionee Participant (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ix) to a CorporationCompany-designated approved brokerage firm to effect the immediate sale of the purchased shares Shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Option Price payable for the purchased shares Shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (IIy) to the Corporation Company to deliver the certificates for or other evidence of the purchased shares Shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the net exercise or the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Option Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Participant) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Participant) for the satisfaction of all income and employment tax withholding requirements applicable to the option exercise. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue deliver to or on behalf of Optionee Participant (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To , shall effect book-entry registration in the extent any Participant’s (or such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestother person’s) name. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares.attached hereto as Appendix A. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash Cash or check made payable to the Corporation,; or (B) shares A promissory note payable to the Corporation, but only to the extent authorized by the Corporation. Should the Shares be registered under Section 12 of Common Stock the 1934 Act at the time the Option is exercised, then the Exercise Price may also be paid as follows: (C) In Shares held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to To the extent the option Option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state State and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option Option (if other than Optionee) have the right to exercise this optionOption. (iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of Federal and State securities laws. (v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (vi) Execute and deliver to the Corporation a written statement as provided for in Paragraph 11 hereof. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this optionOption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares. (d) This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice Notice 5. of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (B) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a CorporationCompany-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federalfederal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise exercise, and (IIb) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) Agreement delivered to the Corporation Company in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13. (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-Corporation- designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option Option with respect to all or any part of the Option Shares for which this option Option is at the time exercisable, Optionee (or any other person or persons exercising the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for the Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; (B) apromissory note payable to the Company, but only to the extent authorized by the Plan Administrator in accordance with Section 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the optionOption) for the requisite period necessary to avoid a charge to the CorporationCompany's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent authorized by the option is exercised for vested Option SharesPlan Administrator, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the optionOption) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation Company by reason of such exercise and (II) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option Option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation Company in connection with the option Option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option. (iv) Make appropriate arrangements with the Company (or Parent, Subsidiary or Affiliate employing or retaining Optionee) for the satisfaction of all income and employment tax withholding requirements applicable to the Option exercise. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this optionOption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option Option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation Company a Notice of Exercise for as to the Option Shares for which the option is exercised. To exercised or comply with such other procedures as the extent Company may establish for notifying the Company, either directly or through an on-line internet transaction with a brokerage firm authorized by the Company to effect such option exercises, of the exercise of this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested one or more Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,Company; or (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Company for purposes of administering such procedure in accordance with the Company’s pre-clearance/pre- notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares and so that such brokerage firm can remit to the CorporationCompany, out of the sale proceeds available on the settlement date, sufficient funds out of the resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise Withholding Taxes and (IIii) to the Corporation Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) on such settlement date. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreementother notification procedure) delivered to the Corporation Company in connection with the option exercise. (ciii) Furnish to the Company appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (iv) Make appropriate arrangements with the Company (or the Employer) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the subject to appropriate legends affixed thereto. To the extent any such Option Shares are unvestedrestrictions, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestif any. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise (in the form attached to this Agreement) for the Option Shares for which the option is exercised. To , which Notice may require the extent this option is exercised for unvested Option Shares, execute and deliver Optionee to certify in a manner acceptable to the Corporation a Purchase Agreement for those unvested Option Shares.that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash Cash, by wire transfer or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with the Plan; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Sharesshares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated approved brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (ciii) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the option exercise. (b) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering or mailing written notice of exercise to CNT at its principal executive office, marked for the attention of the Human Resources Department. The notice shall state the election to exercise this option the Option, the number of Common Shares for which it is being exercised, and be signed by the person exercising the Option. If the person exercising the Option is not Employee, he or she shall enclose with respect the notice appropriate proof of his or her right to all or any part exercise the Option. The date of exercise of the Option Shares for which this option is at shall be the time exercisable, Optionee (or any other person or persons exercising date that the option) must take written notice of exercise with appropriate payment under the following actions: subsection (ib) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld actually received by the Corporation by reason Human Resources Department of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this optionCNT. (b) Except Notice of exercise of the Option shall be accompanied by either: (i) payment (by certified or cashier's check payable to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment order of CNT) of the Exercise Price must accompany purchase price of the Notice Common Shares being purchased; or (ii) if so permitted by the Committee, certificates for unencumbered Common Shares having an aggregate Fair Market Value (as defined in the Plan) on the date of Exercise exercise equal to the purchase price of the Common Shares to be purchased; or (or iii) if so permitted by the Purchase Agreement) Committee, a combination of cash and such unencumbered Common Shares. The purchaser shall endorse all certificates delivered to CNT under the Corporation foregoing subsections (b)(ii) or (iii) in connection with blank and represent and warrant in writing that he or she is the option exerciseowner of the shares so delivered free and clear of all liens, security interests, and other restrictions or encumbrances. (c) As soon as practicable after receipt of the Exercise Date as practicalpurchase price provided for above (and any payment required under Section 14), CNT shall deliver to the Corporation shall issue to or on behalf person exercising the Option, in the name of Optionee Employee (or any other person his or persons exercising this optionher estate or heirs, as the case may be) a certificate for or certificates representing the purchased Option SharesCommon Shares being purchased. CNT shall pay all original issue or transfer taxes, if any, with respect to the appropriate legends affixed theretoissue of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by CNT in connection with the exercise of the Option. To All Common Shares issued upon exercise of the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with fully paid and nonassessable. Notwithstanding anything in this Agreement to the contrary, CNT shall not be required, upon exercise of the Option or any part thereof, to issue or deliver any Common Shares unless such issuance has been registered under federal and applicable state securities laws or an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vestexemption therefrom is available. (d) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise Purchase Agreement for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; or (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge promissory note payable to the Corporation's earnings for financial reporting purposes and valued , but only to the extent authorized by the Plan Administrator in accordance with Paragraph 24. Should the Common Stock be registered under Section 12 of the 1934 Act at Fair Market Value on the time the option is exercised, then the Exercise Date, orPrice may also be paid as follows: (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ia) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable FederalTax-Related Items, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale Execute and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered deliver to the Corporation such written representations as may be requested by the Corporation in connection order for it to comply with the option exerciseapplicable requirements of applicable securities laws. (cv) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Tax-Related Items (as defined below). (b) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisableexercisable pursuant to the provisions of Paragraph 4, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 12; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (Ii) to a Corporation-designated brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure) to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all applicable income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall directs its transfer agent to issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option the Option with respect to all or any part of the Option Shares for which this option the Option is at the time exercisable, Optionee (or any other person or persons exercising permitted to exercise the optionOption) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option Option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares.; (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock (1) held by Optionee (or any other person or persons exercising permitted to exercise the optionOption) for the requisite period necessary to avoid a charge to the Corporation's ’s earnings for financial reporting purposes and (2) valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option Option is exercised for vested Option Sharesshares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising permitted to exercise the optionOption) shall concurrently provide irrevocable instructions (I1) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Exercise. (or the Purchase Agreementiii) delivered Furnish to the Corporation in connection appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option. (iv) Make appropriate arrangements with the option Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all income and employment tax withholding requirements applicable to the Option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this optionthe Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option the Option be exercised for any fractional shares.

Manner of Exercising Option. (aa.) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or any other person or persons exercising the this option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Secretary of the Corporation a Notice of Exercise (or, to the extent that the option is exercised for one or more unvested Option Shares, a Purchase Agreement) for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the this option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated approved brokerage firm to effect the immediate sale of the vested shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or Purchase Agreement) delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment Corporation for the satisfaction of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered all income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb.) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc.) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Compensation Committee in accordance with Paragraph 13; (C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the salesale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) A. In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the optioncase may be) must take the following actions: (i) To The Secretary of the extent Corporation shall be provided with written notice of the option exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is exercised for vested Option Shares, execute and deliver to specified the Corporation a Notice number of Exercise for the Option Shares for which to be purchased under the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Sharesoption. (ii) Pay the The aggregate Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - payment in cash or check made payable to the Corporation, (B) ; or - payment in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, ; or - payment effected through a special broker-dealer sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state State and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish Appropriate documentation evidencing the right to exercise this option shall be furnished the Corporation appropriate documentation that if the person or persons exercising the option (if is other than the Optionee) have the right to exercise this option. (biv) Appropriate arrangement must be made with the Corporation for the satisfaction of all Federal, State and local income tax withholding requirements applicable to the option exercise. B. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exerciseexercise of the option, payment of the Exercise Price for the purchased shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) C. As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) D. In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (A) cash or check made payable to the Corporation,; (B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: (C) in shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, ; or (CD) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions instructions (Ia) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIb) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (biv) Except to the extent the sale and remittance procedure is utilized in connection Make appropriate arrangements with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise Corporation (or Parent or Subsidiary employing or retaining Optionee) for the Purchase Agreement) delivered satisfaction of all Federal, state and local income and employment tax withholding requirements applicable to the Corporation in connection with the option exercise. (cb) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (dc) In no event may this option be exercised for any fractional shares.

Manner of Exercising Option. (a) In order to exercise this option with respect to for all or any part of the Option Shares for which this the option is at the time exercisable, Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the option) case may be, must take the following actions: (i) To The Secretary of the extent Corporation shall be provided with written notice of the option exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is exercised for vested Option Shares, execute and deliver to specified the Corporation a Notice number of Exercise for the Option Shares for which to be purchased under the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Sharesoption. (ii) Pay the aggregate The Exercise Price for the purchased shares shall be paid in one or more of the following alternative forms: (A) : - cash or check made payable to the Corporation, (B) 's order; - shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite a period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes of at least six (6) months, and valued at Fair Market Value on the Exercise Date, or (C) ; or - to the extent such procedure is available at the option time the Option is exercised for vested Option Sharesexercised, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (IA) to a Corporation-designated brokerage firm to effect the immediate sale of the shares purchased shares under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased those shares plus all the applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (IIB) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish Appropriate documentation evidencing the right to exercise this option shall be furnished the Corporation appropriate documentation that if the person or persons exercising the option (if is other than Optionee. (iv) have Appropriate arrangement must be made with the right Corporation for the satisfaction of all Federal, state and local income tax withholding requirements applicable to exercise this optionthe option exercise. (b) Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exerciseutilized, payment of the Exercise Price for the purchased shares must accompany the Exercise Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon as practical after the Exercise Date as practicalDate, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares.