Common use of Method of Exercise and Form of Payment Clause in Contracts

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. (a) No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, checkcheck or cash equivalent; or (ii) by such other method as the Committee may permit, cash equivalent and/or in including without limitation: (A) shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); , provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (AB) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes taxes; or (BC) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federalFederal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No portion of the Option shall be exercisable unless vested. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permitpermit in its sole discretion, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 4 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Common Shares shall be delivered pursuant to any exercise of the an Option until payment in full to the Company of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheldwithheld or paid. The Option Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereofof the Option accompanied by payment of the Exercise Price. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock Shares valued at the Fair Market Value fair market value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock Shares in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock Shares are not subject to any pledge or other security interestinterest and are Mature Shares and; or (ii) by such other method as the Committee may permitpermit in accordance with applicable law, in its sole discretion, on a case by case basis, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding method whereby the minimum Company withholds from the delivery of the Common Shares for which the Option was exercised that number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed Shares having a fair market value equal to pay the aggregate Exercise Price for the Exercise Price and all applicable required withholding taxesCommon Shares for which the Option was exercised. Any No fractional shares of Class A Common Stock Shares shall be settled issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in cashlieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Method of Exercise and Form of Payment. No Option Common Shares shall be delivered pursuant to any exercise of the an Option until payment in full to the Company of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereofof the Option accompanied by payment of the Exercise Price. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock Shares in lieu of actual delivery of such shares Common Shares to the Company); provided provided, that such shares of Class A Common Stock Shares are not subject to any pledge or other security interestinterest and are Mature Shares and; or (ii) by such other method as the Committee may permitpermit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding method whereby the minimum Company withholds from the delivery of the Common Shares for which the Option was exercised that number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed Shares having a Fair Market Value equal to pay the aggregate Exercise Price for the Exercise Price and all applicable required withholding taxesCommon Shares for which the Option was exercised. Any fractional shares of Class A Common Stock Shares shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full is made to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld is withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent (including bank or certified check or wire transfer) and/or in shares of Class A Common Stock (or any combination of the foregoing) valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that provided, that, such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may in its sole discretion permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxestaxes up to the maximum statutory withholding rate. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full is made to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld is withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent (including bank or certified check or wire transfer) and/or in shares of Class A Common Stock (or any combination of the foregoing) valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that provided, that, such shares of Class A Common Stock are not subject to any pledge or other security interest; provided further, that, such payment in shares with respect to the exercise any unvested portion of the Option shall require the consent of the Committee; or (ii) by such other method as the Committee may in its sole discretion permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxestaxes up to the maximum statutory withholding rate. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) (A) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes interest or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (Cii) by such other method as the Committee may permit, including without limitation: (A) in other property having a Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant (i) has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheldwithheld and (ii) to the extent that the Participant is not then party to the ADT Inc. Amended and Restated Management Investor Rights Agreement (as amended or restated from time to time, the “MIRA”), the Participant shall deliver to the Company an adoption agreement (i.e., joinder), in form and substance satisfactory to the Company and consistent with the form attached to the MIRA (an “Adoption Agreement”), pursuant to which the Participant agrees to become a party to the MIRA. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 4 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full is made to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld is withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent (including bank or certified check or wire transfer) and/or in shares of Class A Common Stock (or any combination of the foregoing) valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that provided, that, such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.. ​

Method of Exercise and Form of Payment. No Option Shares shall will be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price exercise price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third third-party administrator) in accordance with the terms hereof. The Exercise Price exercise price and all applicable required withholding taxes shall will be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or , (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock Shares at such time, subject to the Company’s Securities Trading Policy and applicable law, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price exercise price and all applicable required withholding taxes; , or (Ciii) by such other method as the Committee may permit, including without limitation: (A) in other property having a Fair Market Value equal to the exercise price and all applicable required withholding taxes or (B) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price exercise price and all applicable required withholding taxes. Any fractional shares Shares resulting from the application of Class A Common Stock shall this Section 1(b) will be settled in cash.. Annex 1

Method of Exercise and Form of Payment. No Option Shares shares of Common Stock shall be delivered issued pursuant to any exercise of the an Option until payment in full to the Company of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any U.S. federalFederal, state, local local, and non-U.S. income income, employment, and employment any other applicable taxes that are statutorily required to be withheldwithheld in accordance with Section 13(d) of the Plan. The Option Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or its designee (including a third party administratortelephonic instructions to the extent provided by the Committee) in accordance with the terms hereofof the Option accompanied by payment of the Exercise Price. The Exercise Price and all applicable required withholding taxes shall be payable payable: (i) in cash, check, cash equivalent equivalent, and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery issuance of such shares to the Company); provided provided, that such shares of Class A Common Stock are not subject to any pledge or other security interestinterest and have been held by the Participant for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such other method as the Committee may permitpermit in its sole discretion, including including, without limitation: limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes or Price; (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxesPrice; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable issuable in respect of an Option that are needed to pay for the Exercise Price and all any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required withholding taxesto be withheld in accordance with Section 13(d) of the Plan. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (a) in cash (including via check or wire transfer); or (b) by such other method as the Administrator may permit in its discretion, including without limitation: (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the CommitteeAdministrator, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock Shares in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock Shares are not subject to any pledge or other security interest; or , (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (Biii) if there is a public market for the shares of Class A Common Stock Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker or similar agent to sell the shares of Class A Common Stock Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (Civ) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares Shares resulting from the application of Class A Common Stock this Section 6 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shares of Common Stock shall be delivered pursuant to any exercise of the Option SARs until payment in full to the Company of the Exercise Strike Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option SARs may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Strike Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is SARs are exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Strike Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option SARs and to deliver promptly to the Company an amount equal to the Exercise Strike Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option the SARs that are needed to pay for the Exercise Strike Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No portion of the Option shall be exercisable unless vested. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permitpermit in its sole discretion, including without limitation: (A) in other property (including previously owned shares of Common Stock, provided that such shares are not subject to any pledge or other security interest) having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any In all events of cashless or net exercise, any fractional shares of Class A Common Stock resulting from the application of this Section 4 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash. 6.

Method of Exercise and Form of Payment. No Option Ordinary Shares shall be delivered pursuant to any exercise of the an Option until payment in full to the Company of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheldwithheld or paid. The Option Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereofof the Option accompanied by payment of the Exercise Price. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock Ordinary Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock Ordinary Shares in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock Ordinary Shares are not subject to any pledge or other security interestinterest and are Mature Shares and; or (ii) by such other method as the Committee may permitpermit in accordance with applicable law, in its sole discretion, on a case by case basis, including without limitation: (Aa) in other property having a fair market value Fair Market Value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes or (Bb) if there is a public market for the shares of Class A Common Stock Ordinary Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock Ordinary Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (Cc) by means of a “net exercise” procedure effected by withholding method whereby the minimum Company withholds from the delivery of the Ordinary Shares for which the Option was exercised that number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed Ordinary Shares having a Fair Market Value equal to pay the aggregate Exercise Price for the Exercise Price and all applicable required withholding taxesOrdinary Shares for which the Option was exercised. Any No fractional shares of Class A Common Stock Ordinary Shares shall be settled issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in cashlieu of any fractional Ordinary Shares, or whether such fractional Ordinary Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (ia) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (iib) by such other method as the Committee may permit, including without limitation: (Ai) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (Bii) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (Ciii) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full is made to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld is withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent (including bank or certified check or wire transfer) and/or in shares of Class A Common Stock (or any combination of the foregoing) valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided provided, that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock shall be settled in cash.

Method of Exercise and Form of Payment. No (a)No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, checkcheck or cash equivalent; or (ii) by such other method as the Committee may permit, cash equivalent and/or in including without limitation: (A) shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); , provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (AB) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes taxes; or (BC) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock shall be settled in cash.Exercise

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the an Option until payment in full the Participant has paid the exercise price to the Company of the Exercise Price in full, and an amount equal to any applicable U.S. federal, state, state and local income and employment taxes and non-U.S. income and employment taxes taxes, social contributions and any other tax-related items required to be withheld. The Option Options may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third third-party administrator) in accordance with the terms hereofof the Option and the Award Agreement accompanied by payment of the exercise price and such applicable taxes. The Exercise Price exercise price and delivery of all applicable required withholding taxes shall be payable (i) in cash, cash or by check, cash equivalent and/or, if permitted by the Award Agreement and/or in shares of Class A Common Stock Committee, Shares valued at the Fair Market Value at the time the Option is exercised (includingor any combination of the foregoing; provided, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock Shares are not subject to any pledge or other security interest; or (ii) by such other method as elected by the Participant and that the Committee may permit, in its sole discretion, including without limitation: (A) in the form of other property having a fair market value Fair Market Value on the date of exercise equal to the Exercise Price exercise price and all applicable required withholding taxes or taxes; (B) if permitted by the Award Agreement and/or Committee, if there is a public market for the shares of Class A Common Stock Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company or its designee (including third-party administrators) is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price exercise price and all applicable required withholding taxestaxes against delivery of the Shares to settle the applicable trade; or (C) if permitted by the Award Agreement and/or Committee by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price exercise price and all applicable required withholding taxes. Any fractional shares Notwithstanding the foregoing, unless otherwise determined by the Committee or as set forth in an Award Agreement, if on the last day of Class A the Option Period, the Fair Market Value of the Common Stock exceeds the exercise price, the Participant has not exercised the Option, and the Option has not previously expired, such Option shall be deemed exercised by the Participant on such last day by means of a “net exercise” procedure described above. In all events of cashless or net exercise, any fractional Shares shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (a) in cash (including via check or wire transfer); or (b) by such other method as the Committee may permit in its discretion, including without limitation: (i) in cash, check, cash equivalent and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or , (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or taxes, (Biii) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker or similar agent to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; , or (Civ) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 6 shall be settled in cash.

Method of Exercise and Form of Payment. No (a)No Option Shares shall be delivered pursuant to any exercise of the Option until payment the Participant has paid in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or ​ ​ electronic notice of exercise to the Company or its designee (including a third party third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, checkcheck or cash equivalent; or (ii) by such other method as the Committee may permit, cash equivalent and/or in including without limitation: (A) shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery of such shares to the Company); , provided that such shares of Class A Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (AB) in other property having a fair market value Fair Market Value equal to the Exercise Price and all applicable required withholding taxes taxes; or (BC) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “"cashless exercise” " pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Class A Common Stock resulting from the application of this Section 5 shall be settled in cash.

Method of Exercise and Form of Payment. No Option Shares shares of Common Stock shall be delivered issued pursuant to any exercise of the an Option until payment in full to the Company of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any U.S. federalFederal, state, local local, and non-U.S. income income, employment, and employment any other applicable taxes that are statutorily required to be withheldwithheld in accordance with Section 13(d) of the Plan. The Option Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company Company, or its designee (including a third any third-party administrator, as applicable, (or telephonic instructions to the extent provided by the Committee) in accordance with the terms hereofof the Option and any other exercise procedure established by the Committee, accompanied by payment of the Exercise Price. The Exercise Price and all applicable required withholding taxes shall be payable payable: (i) in cash, check, cash equivalent equivalent, and/or in shares of Class A Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Class A Common Stock in lieu of actual delivery physical transfer of such shares to the Company); provided provided, that such shares of Class A Common Stock are not subject to any pledge or other security interestinterest and have been held by the Participant for at least six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles (“GAAP”)); or (ii) by such other method as the Committee may permitpermit in its sole discretion, including including, without limitation: limitation (A) in other property having a fair market value on the date of exercise equal to the Exercise Price and all applicable required withholding taxes or Price; (B) if there is a public market for the shares of Class A Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Class A Common Stock otherwise deliverable issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxesPrice; or (C) by means of a “net exercise” procedure effected by withholding the minimum number of shares of Class A Common Stock otherwise deliverable issuable in respect of an Option that are needed to pay for the Exercise Price and any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes that are statutorily required to be withheld in accordance with Section 13(d) of the Plan. In determining the methods that a Participant may utilize to pay the Exercise Price, the Committee may consider such factors as it determines are appropriate; provided, however, that, with respect to Incentive Stock Options, all applicable required withholding taxessuch discretionary determinations shall be made by the Committee at the time of grant and specified in the Award Agreement. Any Unless otherwise determined by the Committee, any fractional shares of Class A Common Stock shall be settled in cash.