Common use of Medium and Time of Payment Clause in Contracts

Medium and Time of Payment. The Option shall be exercised by a written notice signed by the Optionee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”), delivered to the attention of the Company’s Secretary at the address for the Company as set forth in Section 15. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafter. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either by: (a) cash payment, certified or bank check or money order, equal to the aggregate Exercise Price for the Shares being purchased; (b) a certificate(s) representing Common Stock owned by the Optionee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased; (c) a cashless exercise, pursuant to which the Optionee shall be issued that number of Shares as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized by the Administrator and permitted under applicable law; or (e) by a combination of the methods described in clauses (a), (b), (c) and (d) above; provided, however, that in the event the Company determines at any time or from time to time that any of such exercise procedures may have an adverse impact on the Company’s financial statements, the Company may limit or prohibit the Optionee from using any such method of exercise, other than the procedure set forth in Section 4(a). The Exercise Notice shall state the method or methods being utilized by the Optionee to purchase Shares hereunder. “Fair Market Value” of a share of Common Stock as of a specified date shall mean the closing price of a share of Common Stock on the principal securities exchange (including the Over-the-Counter Bulletin Board) on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or if the shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the shares in the market on which such shares trade on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in full, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased.

Medium and Time of Payment. The Option shall be exercised by a written notice signed by the Optionee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”), delivered to the attention of the Company’s Secretary at the address for the Company as set forth in Section 15. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafter. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either by: (a) cash payment, certified or bank check or money order, equal to the aggregate Exercise Price for the Shares being purchased; (b) a certificate(s) representing Common Stock owned by the Optionee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased; (c) a cashless exercise, pursuant to which the Optionee shall be issued that number of Shares as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized by the Administrator and permitted under applicable law; or (e) by a combination of the methods described in clauses (a), (b), (c) and (d) above; provided, however, that in the event the Company determines at any time or from time to time that any of such exercise procedures may have an adverse impact on the Company’s financial statements, the Company may limit or prohibit the Optionee from using any such method of exercise, other than the procedure set forth in Section 4(a). The Exercise Notice shall state the method or methods being utilized by the Optionee to purchase Shares hereunder. “Fair Market Value” of a share of Common Stock as of a specified date shall mean the closing price of a share of Common Stock on the principal securities exchange (including the Over-the-Counter Bulletin Board) on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or if the shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the shares in the market on which such shares trade on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in full, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. 5.

Medium and Time of Payment. The Option shall be exercised by a written notice signed by the Optionee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”), delivered to the attention of the Company’s Secretary at the address for the Company as set forth in Section 15. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafterCompany. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either by: (a) cash payment, certified or bank check or money order, equal to the aggregate Exercise Price for the Shares being purchased; (b) a certificate(s) representing Common Stock owned by the Optionee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased; (c) a cashless exercise, pursuant to which the Optionee shall be issued that number of Shares as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized by the Administrator Board and permitted under applicable law; or (e) by a combination of the methods described in clauses (a), (b), (c) and (d) above; provided, however, that in the event the Company determines at any time or from time to time that any of such exercise procedures may have an adverse impact on the Company’s financial statements, the Company may limit or prohibit the Optionee from using any such method of exercise, other than the procedure set forth in Section 4(a). The Exercise Notice shall state the method or methods being utilized by the Optionee to purchase Shares hereunder. “Fair Market Value” of a share of Common Stock as of a specified date shall mean the closing price of a share of Common Stock on the principal securities exchange (including the Over-the-Nasdaq Stock Market and the Over the Counter Bulletin Board) on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or if the shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the shares in the market on which such shares trade on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in full, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased.

Medium and Time of Payment. The Option Price shall be exercised by a written notice signed by the Optionee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”)paid in full, delivered to the attention of the Company’s Secretary at the address for time of exercise, in cash or in the Company as set forth in Section 15. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafter. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either byform of: (a) cash payment, or a certified check (unless such certification is waived by the Company) payable to the order of the Company in the amount of the aggregate Option Price; (b) shares of the Stock (whether then owned by the Optionee or bank check or money order, issuable upon exercise of the Option) having a fair market value equal to the aggregate Exercise Price for the Shares being purchasedOption Price; (b) a certificate(s) representing Common Stock owned by the Optionee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased; or (c) a combination of these methods of payment, including a cashless exercise, pursuant to which the Optionee shall be issued that number of Shares exercise procedure as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized approved by the Administrator and permitted under applicable law; or (e) by a combination of the methods described in clauses (a), (b), (c) and (d) aboveCompany; provided, however, that in the event the Company determines at any time or from time to time that any case of such exercise procedures may have an adverse impact on the Company’s financial statementsIncentive Stock Option, the Company may limit or prohibit medium of payment shall be determined at the Optionee from using any such method time of exercise, other than the procedure grant and set forth in the applicable option agreement For purposes of this Section 4(a). The Exercise Notice shall state 7, the method or methods being utilized by the Optionee to purchase Shares hereunder. “Fair Market Value” of a fair market value per share of Common the Stock as of surrendered for exercise shall be: (i) if the Stock is traded on a specified date shall mean national securities exchange or on the NASDAQ National Market System ("NMS"), the per share closing price of a share of Common the Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of exercise (including or if there is no closing price for such date of exercise, then the Overlast preceding business day on which there was a closing price); or (ii) if the Stock is traded in the over-the-Counter Bulletin Board) counter market and quotations are published on the NASDAQ quotation system (but not on NMS), the closing bid price of the Stock on the date of exercise as reported by NASDAQ (or if there are no closing bid prices for such date of exercise, then the last preceding business day on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, there was a closing bid price); or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or (iii) if the shares Stock is traded in the over-the-counter market but bid quotations are not traded published on NASDAQ, the closing bid price per share for the Stock as furnished by a securities exchange, Fair Market Value shall be deemed to be broker-dealer which regularly furnishes price quotations for the average Stock. If notice of the high bid and low asked prices exercise of the shares in the market on which such shares trade on the day immediately preceding the date as of which Fair Market Value this Option is being determined given by a person or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions persons other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in fullOptionee, the Company shall cause may require, as a condition to be issued a certificate representing the shares exercise of Common Stock so purchasedan Option, the submission to the Company of appropriate proof of the right of such person or persons to exercise such Option.

Medium and Time of Payment. The Option shall be exercised by a written notice signed by the Optionee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”), delivered to the attention of the Company’s Secretary at the address for the Company as set forth in Section 15. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafterCompany. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either by: (a) cash payment, certified or bank check or money order, equal to the aggregate Exercise Price for the Shares being purchased; (b) a certificate(s) representing Common Stock owned by the Optionee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchased; (c) a cashless exercise, pursuant to which the Optionee shall be issued that number of Shares as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized by the Administrator Board and permitted under applicable law; or (e) by a combination of the methods described in clauses (a), (b), (c) and (d) above; provided, however, that in the event the Company determines at any time or from time to time that any of such exercise procedures may have an adverse impact on the Company’s financial statements, the Company may limit or prohibit the Optionee from using any such method of exercise, other than the procedure set forth in Section 4(a). The Exercise Notice shall state the method or methods being utilized by the Optionee to purchase Shares hereunder. “Fair Market Value” of a share of Common Stock as of a specified date shall mean the closing price of a share of Common Stock on the principal securities exchange (including the Over-the-NASDAQ Stock Market and the Over the Counter Bulletin Board) on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or if the shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the shares in the market on which such shares trade on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in full, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased.

Medium and Time of Payment. The Option shall be exercised by a written notice signed by the Optionee Grantee which identifies this Agreement and states the number of Shares then being purchased (the “Exercise Notice”"EXERCISE NOTICE"), delivered to the attention of the Company’s 's Secretary at the address for the Company as set forth Company's principal office in Section 15New York. The exercise date shall be the date such notice is received by the Company provided that consideration for the Exercise Price is received by such time or within a reasonable period of time thereafterCompany. The Exercise Notice shall be accompanied by the Exercise Price, which is payable either by: (ai) cash payment, payment or certified or bank check or money order, equal to the aggregate Exercise Price for the Shares being purchasedPrice; or (bii) a certificate(s) certificate representing Common Stock Company stock owned by the OptioneeGrantee, if not subject to any restrictions, with a Fair Market Value equal to the aggregate Exercise Price for the Shares being purchasedPrice; or (ciii) a cashless exercise, pursuant to which the Optionee Grantee shall be issued that number of Shares as is determined by multiplying the number of Shares being purchased hereunder by a fraction, the numerator of which shall be the difference between the then Fair Market Value of the Common Stock Company's common stock and the Exercise Price, and the denominator of which shall be the then Fair Market Value of the Common Stock; (d) such other manner as may be authorized by the Administrator and permitted under applicable lawCompany's common stock; or (eiv) by a combination of the methods described in clauses (ai), (b), (cii) and (diii) above; provided, however, that in the event the Company determines at any time or from time to time that any of such exercise procedures may have an adverse impact on the Company’s financial statements, the Company may limit or prohibit the Optionee from using any such method of exercise, other than the procedure set forth in Section 4(a). The Exercise Notice shall state the method or methods being utilized by the Optionee Grantee to purchase Shares hereunder. “"Fair Market Value” " of a share of Common Stock common stock of the Company as of a specified date shall mean the closing price of a share of Common Stock the common stock on the principal securities exchange (including but not limited to the Over-the-Counter Bulletin BoardNasdaq Stock Market or the Nasdaq National Market) on which such shares are traded on the day immediately preceding the date as of which Fair Market Value is being determined, or on the next preceding date on which such shares are traded if no shares were traded on such immediately preceding day, or if the shares are not traded on a securities exchange, Fair Market Value shall be deemed to be the average of the high bid and low asked prices of the shares in the over-the-counter market on which such shares trade on the day immediately preceding the date as of which Fair Market Value is being determined or on the next preceding date on which such high bid and low asked prices were recorded. If the shares are not publicly traded, Fair Market Value of a share of common stock shall be determined in good faith by the Board of Directors (the "BOARD") of the Company. In no case shall Fair Market Value be determined with regard to restrictions other than restrictions which, by their terms, will never lapse. Upon acceptance of the Exercise Notice and receipt of payment in full, the Company shall cause to be issued a certificate representing the shares of Common Stock common stock so purchased.