Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. Once exercisable, an Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such program.

Method of Exercise and Payment. Once exercisable(a) Exercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program Company at its principal office and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by payment the full amount of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made purchased in cash, cash or by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already of whole shares of Common Stock owned by the Participant you for at least six months, months (“Optionee Stock”) in full or (b) some other form partial payment of payment acceptable the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal to the Committee. To the extent permitted by law, the Committee may also allow the Fair Market Value of such Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms Stock as of the Plan and this Agreement, the Option Shares underlying the exercised portion close of the Option will be promptly delivered to business day immediately preceding the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, date of delivery of the proceeds notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such sale shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a brokerage account maintained in broker to deliver promptly to the name Company an amount of the Optionee with the administrator of such programsale or loan proceeds.

Method of Exercise and Payment. Once exercisable, an Option All or part of the Options may be exercised in whole or in part by the Optionee by delivering Employee upon (a) the Employee’s written notice to Holding of exercise, (b) the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number Employee’s payment of the Option Shares Price in full at the Optionee then desires to acquire time of exercise (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made i) in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument paymentcash equivalents, (aii) Shares already at any time following a Public Offering, in unencumbered shares of Holding Common Stock owned by the Participant Employee for at least six months(6) months (or such longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Holding Common Stock or (biv) some in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Employee’s execution of payment acceptable the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved shares of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation Holding Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any Option may be used by Options and, if applicable, receipt of evidence of the Corporation for general corporate purposes. Any portion Employee’s execution of an Option that is exercised may not be exercised again. Upon exercise the Stockholders Agreement and Registration Rights Agreement in accordance with the terms of the Plan and this AgreementSection 3, the Option Shares underlying the exercised portion of the Option will be promptly delivered but subject to Section 6 below, Holding shall deliver to the Optionee, except that for so long as Employee a certificate or certificates representing the Corporation maintains a “cashless exercise” program and shares of Holding Common Stock acquired upon the Optionee exercises and sells Option Shares through such program, delivery of the proceeds exercise of such sale shall be made to a brokerage account maintained Options, registered in the name of the Optionee with Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the administrator transfer of such programHolding Common Stock, such certificates shall bear the appropriate legend. In addition to the other methods for paying the Option Price provided for in this Section 3, Employee may pay the Option Price by having Holding retain a number of shares of Holding Common Stock that would otherwise be issuable on exercise of the Options having a Fair Market Value equal to such Option Price. It is agreed that Employee may satisfy clause (a) above by delivering written notice to Holding of his desire to pay the Option Price as described in the preceding sentence on or before the Exercise Date and clause (c) above by being reasonably available to execute such agreements on or before the Exercise Date (although Holding may, in its sole discretion, defer issuance of any Holding Common Stock until such agreements are actually executed).

Method of Exercise and Payment. Once exercisable4.1 Exercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Exhibit A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company at its principal office specifying the number of Option Shares as to which the Option Shares is being exercised, and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by payment the full amount of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made purchased in cash, cash or by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already of whole shares of Common Stock owned by the Participant you for at least six months, months ("Purchased Stock") in full or (b) some other form of partial payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, Exercise Price. You will receive a credit against the purchase price of the Option Shares underlying as to which the Option is being exercised portion equal to the Fair Market Value of such Purchased Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Purchased Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Purchased Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Purchased Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Option Shares as to which the Option is being exercised will be promptly accepted hereunder. Purchased Stock may be delivered at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Purchased Stock, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Optionee, except that Company the cash or certified check required to pay for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through with respect to which such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programOption is being exercised.

Method of Exercise and Payment. Once exercisablefor Shares Subject to this Agreement, an you may exercise all or part of the Option may be exercised (in whole shares only) by providing a written notice (or in part by the Optionee by delivering notice through another previously approved method, which could include a voice- or e-mail system) to the Assistant Secretary of the Corporation Company or his designated agent to whomever the Administrator designates, on or before the date the Option expires. Each such notice must satisfy whatever procedures then apply to the Option and must contain such representations (who, for so long statements from you about your situation) as the Corporation maintains Company requires. You must, at the same time, pay the Exercise Price using one or more of the methods described below. Please note that until the Company notifies you otherwise, or unless you indicate otherwise on your notice of option exercise, all exercises of the Option will be done or a “cashless exerciseNet Exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "basis. Net Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying The Company delivers the number of shares to you that equals the number of Option Shares for which the Option Shares was exercised, reduced by the Optionee then desires number of whole shares of common stock with a Fair Market Value on the date of exercise equal to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied Price and the minimum tax withholding required by payment law; to the extent the combined value of the aggregate Per Share whole shares of common stock, valued at their Fair Market Value on the date of exercise, is not sufficient to equal the Exercise Price applicable and minimum tax withholding obligation, the Company will withhold the additional amount from your next pay check, or if you are not employed by the Company, you must pay the additional amount in cash to such Option for such number the Company before delivery of the Option Shares to be acquired upon such exercise. Such payment shares will be made to you; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and any required tax withholdings (at the minimum required level); or Cash/Check cash, by personal a cashier’s or certified checkcheck in the amount of the Exercise Price, bank draft or money order and any required tax withholdings, payable to the order of the Corporation or, if permitted by Company. Tax Withholding The Company shall have the Committee (in its sole discretion) right to deduct applicable federal and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option state income and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation employment taxes upon the exercise of all or any Option may be used by the Corporation for general corporate purposes. Any portion of an the Option, but in no event in excess of the minimum withholding required by law. If the Option that is exercised may not using the Net Exercise method referenced above, the minimum level of tax withholding shall be exercised again. Upon exercise satisfied for purposes of this paragraph, provided payment for the fractional share, if any, is made in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programNet Exercise paragraph set forth above.

Method of Exercise and Payment. Once exercisableWhen exercisable under Section 2, an the Option may be exercised in whole or in part by the Optionee by delivering written notice to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company's Chief Financial Officer specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice")be purchased. The Exercise Notice will notice shall be accompanied by payment of the aggregate Per Share Exercise Option Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made being purchased (a) in cash, (b) by personal certified or certified check, bank draft or money order cashier's check payable to the order of the Corporation orcompany, if (c) by payment through a broker in accordance with procedures permitted by Regulation T of the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six monthsFederal Reserve Board, or (bd) some by such other form mode of payment acceptable to the Committee. To the extent permitted by law, as the Committee may also allow approve. Such exercise shall be effective upon the actual receipt by the Company's Chief Financial Officer of such written notice and payment. In addition, except as provided below, the Optionee to simultaneously exercise an Option and sell may make payment in whole or in part in shares of the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance Company's Common Stock held by the CommitteeOptionee for more than six months. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that If payment is exercised may not be exercised again. Upon exercise made in accordance with the terms whole or in part in shares of the Plan and this AgreementCompany's Common Stock, then the Option Shares underlying the exercised portion of the Option will be promptly delivered Optionee shall deliver to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained Company certificates registered in the name of the Optionee representing shares of the Company's Common Stock legally and beneficially owned by the Optionee, free of all liens, claims and encumbrances of every kind and having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Option Price of the Option Shares (or relevant portion thereof) with respect to which this Option is to be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the administrator Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Price or may impose such programother limitations and prohibitions on the use of shares of the Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of the Company's Common Stock in payment of the Option Price, any certificates representing shares of the Company Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Committee to accept such shares in payment of the Option Price.

Method of Exercise and Payment. Once exercisable, an This Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be exercisable by delivery of an Exercise Notice in the administrator form attached as Exhibit A which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such program) on any business day (the "Exercise Date") a notice, in such manner other representations and form agreements as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice")Company. The Exercise Notice will shall be accompanied by payment of the aggregate Per Share Exercise Price applicable as to such Option for such number of all exercised Shares. Optionee may pay the Option Shares to be acquired upon such exercise. Such payment will be made in cashExercise Price by cash or check (bank check, by personal or certified check, bank draft or money order payable personal check) or, with the approval of the Company, by delivering to the order Company the full Exercise Price in a combination of cash, not less than the par value of one share of Common Stock multiplied by the number of shares of Common Stock with respect to which the Option is being exercised, and a full recourse promissory note with a term not to exceed five (5) years, which promissory note shall provide for interest on the unpaid balance thereof which at all times is not less than the minimum rate required to avoid the imputation of income, original issue discount or a below-market rate loan pursuant to Sections 483, 1274 or 7872 of the Corporation orInternal Revenue Code of 1986, if permitted as amended. This Option shall be deemed to be exercised upon receipt by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned Company of such fully executed Exercise Notice accompanied by the Participant for at least six monthsaggregate Exercise Price. In addition, or (b) some other form as an alternative to payment of payment acceptable to the Committee. To Exercise Price in accordance with the extent permitted by lawpreceding paragraph, the Committee Optionee may also allow the Optionee elect to simultaneously effect a cashless exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon so indicating on the exercise notice and including a calculation of any Option may the number of shares of Common Stock to be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise"). In the event of a Cashless Exercise, the Optionee shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of shares of Common Stock for which this Option is being exercised by the difference between the "Closing Price", as herein defined minus the exercise price in effect at such time, divided by the Closing Price. The "Closing Price" for each day shall be the last reported sale price regular way or, in case no sale takes place on such day, the average of the Plan closing bid and this Agreementasked prices regular way on such day, in either case as reported on the primary exchange, automated quotation system or reporting system on which the Common Stock is listed or trades or is reported, or if no prices shall be so reported, the Option Shares underlying the exercised portion average of the Option will bid and asked prices for such day as furnished by any New York Stock Exchange member firm selected from time to time by the Company for such purpose, or if no such bid and asked prices can be promptly delivered obtained from any such firm, the fair market value of one share of the Common Stock on such day as determined in good faith by the Board of Directors of the Company. No Shares shall be issued pursuant to the Optioneeexercise of an Option unless such issuance and such exercise complies with applicable federal, except that state and local securities laws. Assuming such compliance, for so long as income tax purposes the Corporation maintains a “cashless exercise” program and Shares shall be considered transferred to the Optionee exercises and sells on the date on which the Option Shares through is exercised with respect to such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programShares.

Method of Exercise and Payment. Once exercisableExercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company at its principal office specifying the number of Common Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by the full amount of the Option exercise price for the Common Shares to be purchased in cash or by certified check or by delivery of whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the aggregate Per Share Exercise Price applicable to such Option for such number exercise price. You will receive a credit against the purchase price of the Common October 21, 1998 Page 3 Shares as to which the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable is being exercised equal to the order Fair Market Value as defined in the Plan of such Optionee Stock as of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms close of the Plan and this Agreement, business day immediately preceding the Option Shares underlying the exercised portion date of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds notice of election to exercise the Option. Any Common Shares of Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such sale Common Shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Common Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of Common Shares of the Company. The Committee may, in its discretion, refuse to a brokerage account maintained accept any tendered payment in the name form of Common Shares in which case it shall deliver the Optionee tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Common Shares with the administrator of respect to which such programOption is being exercised.

Method of Exercise and Payment. Once exercisable, an Option All or part of the exercisable Options may be exercised in whole or in part by the Optionee by delivering Employee upon (a) the Employee’s written notice to Holding of exercise, (b) the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by Employee’s payment of the aggregate Per Share Exercise Series 1 Option Price applicable to such or the Series 2 Option for such number Price, as applicable, in full at the time of the Option Shares to be acquired upon such exercise. Such payment will be made exercise (i) in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument paymentcash equivalents, (aii) Shares already in unencumbered shares owned by the Participant Employee for at least six months(6) months (or such longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Common Stock or (biv) some in accordance with such procedures or in such other form as the Committee shall from time to time determine, (c) the Employee’s execution of payment acceptable a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to the Committee. To Plan as Exhibit B, and (d) the extent permitted by law, Employee’s execution of the Committee may also allow Stockholders Agreement and Registration Rights Agreement (if the Optionee Employee is not then a party to simultaneously exercise an Option and sell such agreements) in order to become a party to such agreements with respect to the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved shares of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any Option may be used by exercisable Options and receipt of evidence that the Corporation for general corporate purposes. Any portion of an Option that Employee is exercised may not be exercised again. Upon exercise a party to the Stockholders Agreement and Registration Rights Agreement in accordance with the terms of the Plan and this AgreementSection 4, the Option Shares underlying the exercised portion of the Option will be promptly delivered but subject to Section 6 below, Holding shall deliver to the OptioneeEmployee a certificate or certificates representing the shares of Common Stock acquired upon the exercise thereof, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained registered in the name of the Optionee Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 4 must bear a legend restricting the transfer of such Common Stock, such certificates shall bear the appropriate legend. The Stock Subscription Agreement shall contain provisions providing that, upon any termination of the Employee’s employment with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and OTPP and their respective affiliates shall have the right, in accordance with the administrator procedures described in Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (whether acquired before or after such programtermination) for a cash payment equal to the Fair Market Value of the shares of Common Stock on the date of repurchase, provided that if the Participant’s employment is terminated for Cause, then the cash payment shall be equal to the lower of the Fair Market Value and the purchase price of the shares of Common Stock so purchased.

Method of Exercise and Payment. Once exercisableExercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company at its principal office specifying the number of Common Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by the full amount of the Option exercise price for the Common October 21, 1998 Page 3 Shares to be purchased in cash or by certified check or by delivery of whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the aggregate Per Share Exercise Price applicable to such Option for such number exercise price. You will receive a credit against the purchase price of the Common Shares as to which the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable is being exercised equal to the order Fair Market Value as defined in the Plan of such Optionee Stock as of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms close of the Plan and this Agreement, business day immediately preceding the Option Shares underlying the exercised portion date of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds notice of election to exercise the Option. Any Common Shares of Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such sale Common Shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Common Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of Common Shares of the Company. The Committee may, in its discretion, refuse to a brokerage account maintained accept any tendered payment in the name form of Common Shares in which case it shall deliver the Optionee tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Common Shares with the administrator of respect to which such programOption is being exercised.

Method of Exercise and Payment. Once exercisableExercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company at its principal office specifying the number of Common Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by the full amount of the Option exercise price for the Common Shares to be purchased in cash or by certified check or, if approved by the Compensation Committee, in its sole and absolute discretion, by delivery of your promissory note payable to the Company, or by delivery of whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the aggregate Per Share Exercise Price applicable to such Option for such number exercise price. You will receive a credit against the purchase price of the Common Shares as to which the Option is being exercised equal to the Fair Market Value (as defined in the Plan) of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Common Shares of Optionee Stock being delivered must be accompanied by a duly executed assignment to be acquired upon the Company, in blank, or with stock powers attached, together with a written representation that such exerciseCommon Shares of Optionee Stock are owned by you, free and clear of all liens, claims and encumbrances, and such other representations as the Company shall reasonably determine. Such payment Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Common Shares of Optionee Stock may be made in cash, by personal at the office of the Company or certified check, bank draft or money order payable at the offices of the transfer agent appointed for the transfer of the Common Stock of the Company. It shall be a condition to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Company's obligation to deliver Common Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered that you pay, or make provision satisfactory to the OptioneeCompany for the payment of, except that for so long as any taxes which the Corporation maintains a “cashless exercise” program and Company is obligated to withhold or collect with respect to such exercise or otherwise with respect to the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programOption.

Method of Exercise and Payment. Once exercisableThe purchase rights represented by this Warrant may be exercised by the surrender of this Warrant (with the Notice of Exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company and (i) by the payment to the Company of the Aggregate Exercise Price in cash or by certified check or (ii) by a net issue exercise in accordance with Section 2.2 hereof. In the event that the Purchaser does not know the Aggregate Exercise Price at the time the Notice of Exercise is delivered, the Purchaser may deliver cash or a certified check payable to the Company in an Option amount that the Purchaser estimates in good faith is the Aggregate Exercise Price (the “Purchaser’s Estimate”) in which case the Company shall promptly (i) calculate the number of Shares issuable upon exercise of this Warrant and the amount of the Aggregate Exercise Price, (ii) provide the Purchaser with written notice of such number and amount and (iii) refund to the Purchaser the amount by which the Purchaser’s Estimate exceeds the Aggregate Exercise Price, if any. In the event that the Aggregate Exercise Price is more than the Purchaser’s Estimate, the Purchaser shall, upon receipt of the notice referred to in the preceding sentence, promptly deliver cash or a certified check payable to the Company in the amount by which the Aggregate Exercise Price exceeds the Purchaser’s Estimate. In the event of any exercise of the purchase rights represented by this Warrant, the Company shall deliver to the Purchaser within a reasonable time, but not later than five business days after exercise, a certificate evidencing the shares of Common Stock so purchased accompanied by a certificate signed by the Company’s chief financial officer (or, if there is not a chief financial officer, another officer performing similar functions) setting forth, in reasonable detail, the calculation of the number of shares issuable upon exercise of this Warrant. This Warrant will be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above (the “Exercise Date”), and the person entitled to receive the shares of Common Stock issuable upon such exercise is treated for all purposes as a stockholder of the Company as of the close of business on such date. This Warrant may only be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programpart.

Method of Exercise and Payment. Once exercisable, an Option may This option shall be exercised in whole or in part by the Optionee by delivering ------------------------------ written notice delivered to the Corporate Secretary of the Corporation or his designated agent (who, for so long as on and in the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required authorized by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option option price for such the number of the Option Shares to be acquired upon shares specified and paid for in such exercise. Such payment will be made in cashThe Corporation shall then make delivery of such shares, by personal provided that if any law or certified checkregulation requires the Corporation, bank draft or money order payable as it determines, to take any action with respect to the order shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. The Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee's exercise thereof; and the Corporation shall have the right, without the Optionee's prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of Common Stock that would otherwise be transferred and delivered to the Optionee, with any shares so withheld to be valued at the Fair Market Value (as defined in Section 2(i) of the Plan) on the date of such withholding. The Optionee, with the consent of the Corporation, may satisfy such withholding tax by delivery and transfer to the Corporation of shares of Common Stock of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already previously owned by the Participant Optionee for at least six months, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such delivery. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee (or other person authorized to exercise this option), may (i) pay the purchase price of such shares by delivering to the Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and deliver promptly to the Corporation an amount of sale proceeds sufficient to pay the purchase price, or (bii) some pay the purchase price in shares of Common Stock of the Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment acceptable otherwise allowed or authorized with respect to any other option or participant under the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposesPlan. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale payment other than by cash or check shall be made to a brokerage account maintained only at the time and in the name manner which the Corporation determines is necessary to comply with any applicable provisions of SEC Rule 16b-3 (as defined in Section 2(r) of the Optionee with the administrator of such programPlan).

Method of Exercise and Payment. Once exercisableExercise of the Option shall be by written notice, an Option may be exercised in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, Company at its principal office specifying the number of Common Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will Such notice shall be accompanied by the full amount of the Option exercise price for the Common Shares to be purchased in cash or by certified check or by delivery of whole Common Shares owned by you ("Optionee Stock") in full or partial payment of the aggregate Per Share Exercise Price applicable to such Option for such number exercise price. You will receive a credit against the purchase price of the Common Shares as to which the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable is being exercised equal to the order Fair Market Value as defined in the Plan of such Optionee Stock as of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms close of the Plan and this Agreement, business day immediately preceding the Option Shares underlying the exercised portion date of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds notice of election to exercise the Option. Any Common Shares of Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such sale Common Shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole Common Shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Purchase Price of the Common Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Common Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of Common Shares of the Company. The Committee may, in its discretion, refuse to a brokerage account maintained accept any tendered payment in the name form of Common Shares in which case it shall deliver the Optionee tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Common Shares with the administrator of respect to which such programOption is being exercised.

Method of Exercise and Payment. Once exercisable, an Option All or part of the exercisable Options may be exercised in whole or in part by the Optionee by delivering Employee upon (a) the Employee's written notice to Holding of exercise, (b) the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by Employee's payment of the aggregate Per Share Exercise Series 1 Option Price applicable to such or the Series 2 Option for such number Price, as applicable, in full at the time of the Option Shares to be acquired upon such exercise. Such payment will be made exercise (i) in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument paymentcash equivalents, (aii) Shares already in unencumbered shares owned by the Participant Employee for at least six months(6) months (or such longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Common Stock or (biv) some in accordance with such procedures or in such other form as the Committee shall from time to time determine, (c) the Employee's execution of payment acceptable a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to the Committee. To Plan as Exhibit B, and (d) the extent permitted by law, Employee's execution of the Committee may also allow Stockholders Agreement and Registration Rights Agreement (if the Optionee Employee is not then a party to simultaneously exercise an Option and sell such agreements) in order to become a party to such agreements with respect to the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved shares of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any Option may be used by exercisable Options and receipt of evidence that the Corporation for general corporate purposes. Any portion of an Option that Employee is exercised may not be exercised again. Upon exercise a party to the Stockholders Agreement and Registration Rights Agreement in accordance with the terms of the Plan and this AgreementSection 4, the Option Shares underlying the exercised portion of the Option will be promptly delivered but subject to Section 6 below, Holding shall deliver to the OptioneeEmployee a certificate or certificates representing the shares of Common Stock acquired upon the exercise thereof, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained registered in the name of the Optionee Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 4 must bear a legend restricting the transfer of such Common Stock, such certificates shall bear the appropriate legend. The Stock Subscription Agreement shall contain provisions providing that, upon any termination of the Employee's employment with Holding or any Subsidiary prior to a Public Offering, Holding and then CVC and OTPP and their respective affiliates shall have the right, in accordance with the administrator procedures described in Section 8.7 of the Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (whether acquired before or after such programtermination) for a cash payment equal to the Fair Market Value of the shares of Common Stock on the date of repurchase, provided that if the Participant's employment is terminated for Cause, then the cash payment shall be equal to the lower of the Fair Market Value and the purchase price of the shares of Common Stock so purchased.

Method of Exercise and Payment. Once exercisablefor Shares Subject to this Agreement and the Plan, you may exercise an Option may be exercised in whole only by providing a written notice (or in part by the Optionee by delivering notice through another previously approved method, which could include an e-mail system) to the Secretary of the Corporation Company or his designated agent to whomever the Administrator designates, on or before the date that Option expires. Each such notice must satisfy whatever procedures then apply to that Option and must contain such representations (who, for so long statements from you about your situation) as the Corporation maintains a “cashless exercise” program and Company requires. You must, at the Optionee exercises and sells Option Shares through such programsame time, shall be pay the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number Price using one or more of the Option Shares following methods: Cash/Check cash, a cashier's or certified check in the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment amount of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cashPrice, by personal or certified checkand any required tax withholdings, bank draft or money order payable to the order of the Corporation or, Company; Stock to the extent the Plan and the Administrator permit in advance and if permitted by and to the Committee (in its sole discretion) and applicable law, rule or regulationextent an Option is an ISO, by delivery of, alone or in conjunction surrendering (turning in) shares of the Company's common stock with a partial cash Fair Market Value equal to all or instrument paymentpart of the Exercise Price (with any balance paid under one or more of the other methods); provided, however, that you may not surrender common stock as payment for exercising an Option unless you have held such stock for more than six months before the surrender; or Cashless Exercise after an initial public offering (a"IPO"), an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) Shares already owned by the Participant for at least six months, or (b) some other form of payment to be issued under an Option to a licensed broker acceptable to the CommitteeCompany as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and any required tax withholdings, subject to any prohibitions under applicable law. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously Expiration You cannot exercise an Option and sell that has expired. Each Option will expire no later than the close of business on the Term Expiration Date shown on Schedule I. The Option Expiration Rules in Schedule I provide the circumstances under which each Option will terminate before the Term Expiration Date because of, for example, your termination of employment or other service providing relationship. The Administrator can override the expiration provisions of Schedule I. Special ISO Rule If you acquire Option Shares thereby by exercising an ISO, you agree to promptly notify the Company if you dispose of those Option Shares within one year after you acquired pursuant them or within two years after the ISO's Date of Grant. The Company may require you to maintain your shares with a "cashless exercise" arrangement or program, selected by and approved specific broker through the end of in all respects in advance by the Committeethat period. Payment instruments will be received by the Corporation Restrictions on Transfer You may not transfer any shares that are subject to collectionthe Company's Repurchase Right set forth below. This provision will cease to apply after an IPO. Repurchase Right During the 90 day period (the "Repurchase Period") following the later of the sixth month anniversary of your termination of employment for any reason or of your purchase of shares under this Option (and if before an IPO), the Company may but is not required to repurchase (the "Repurchase Right") any Option Shares you have purchased ("Purchased Shares") at their Fair Market Value as determined under the Plan as of the effective date of the repurchase. The proceeds received Company may exercise the Repurchase Right by delivering written notice to the Corporation upon owner of the exercise Purchased Shares before the end of the Repurchase Period. The notice must indicate the number of Purchased Shares to be repurchased and the date on which the repurchase will occur, such date to be not more than 30 days after the date of notice. Before the close of business on the date specified for the repurchase, the owner must deliver to the Secretary of the Company the certificates representing the Purchased Shares to be repurchased, each certificate having been properly endorsed for transfer. The Company will, concurrently with the receipt of such stock certificate release from the owner, pay to the owner in cash or cash equivalents (including the cancellation of any Option may be used by the Corporation for general corporate purposes. Any portion of purchase-money or other indebtedness) an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered amount equal to the Optioneeprice determined under the preceding paragraph. The Purchased Shares will adjust to include shares issued as a result of a stock split, except that for so long as the Corporation maintains reclassification, payments of a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery dividend or any other distributions of the proceeds additional shares issued without payment of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programany consideration by you.

Method of Exercise and Payment. Once exercisable, and provided an Option has not been forfeited in accordance with the Plan and this Agreement, an Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "“Exercise Date"”) a written notice (including, to the extent so permitted by the Committee, an electronically transmitted notice), in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "“Exercise Notice"”). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by by, personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares shares of Common Stock already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the The Committee may also allow permit the Optionee to simultaneously exercise an Option and sell the Shares shares of Common Stock thereby acquired pursuant to a "cashless exercise" Cashless Exercise arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The Exercise Date with respect to a Cashless Exercise will be the date the broker executes the sale of exercised Shares. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long or as otherwise directed by the Corporation maintains a “cashless exercise” program and Optionee. Notwithstanding anything herein to the Optionee exercises and sells contrary, no fractional Option Shares through such programwill be issued or delivered pursuant to any Award. The Committee shall determine whether cash, delivery other securities or other property will be paid or transferred in lieu of the proceeds of such sale any fractional Option Shares or whether any rights thereto shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programcanceled, terminated or otherwise eliminated.

Method of Exercise and Payment. Once exercisable, an Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "“Exercise Date"”) a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "“Exercise Notice"”). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent extend permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "“cashless exercise" ” arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such program.

Method of Exercise and Payment. Once exercisable, an Each exercise of the Option may shall be exercised by means of a written notice of exercise (substantially in whole or in part by the Optionee by delivering form attached hereto as Exhibit “A”) delivered to the Secretary of the Corporation (or his other designated agent (who, for so long as the Corporation maintains a “cashless exercise” program officer) and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of whole Shares with respect to which the Option is being exercised, together with tender to the Corporation of the full Price attributable to the Shares to be purchased in cash or by a cashier’s check. The Committee may, in its sole discretion and in accordance with the Optionee Plan, permit Employee to exercise the Option by paying any part of the Price by delivery to the Corporation of shares of common stock of the Corporation then desires owned by Employee having a Fair Market Value on the date of exercise of the Option equal to acquire the total Price of the Shares being purchased (or such portion of the "Exercise Notice"total Price that Employee intends to pay by delivery of previously acquired shares). The Exercise Notice will If payment is made by delivery of previously acquired shares, the certificate(s) representing such Shares shall be duly executed in blank by Employee or shall be accompanied by payment a stock power, duly executed in blank, for the purpose of the aggregate Per Share Exercise Price applicable to transferring such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable shares to the order of the Corporation or, if permitted Corporation. Fair Market Value shall be determined by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised Plan. Fractional shares will not be accepted as payment of any portion of the Option will be promptly delivered Price. Prior to exercising the Option, Employee shall review the Corporation’s most recent financial statements, reports and other information available to the OptioneeCorporation’s stockholders, except such that for so long as Employee becomes familiar, to Employee’s full satisfaction, with the Corporation maintains a “cashless exercise” program Corporation’s affairs, status, prospects and risks. In the Optionee exercises and sells event that the Option Shares through such programis to be exercised by any person other than Employee, delivery notice of exercise shall be accompanied by appropriate proof of the proceeds right of such sale shall be made person to a brokerage account maintained in exercise the name of the Optionee with the administrator of such programOption.

Method of Exercise and Payment. Once exercisable, an Option may This option shall be exercised in whole or in part by the Optionee by delivering written notice delivered to the Corporate Secretary of the Corporation or his designated agent (who, for so long as on and in the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required authorized by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option option price for such the number of the Option Shares to be acquired upon shares specified and paid for in such exercise. Such payment will be made in cashThe Corporation shall then make delivery of such shares, by personal provided that if any law or certified checkregulation requires the Corporation, bank draft or money order payable as it determines, to take any action with respect to the order shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. The Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee’s exercise thereof; and the Corporation shall have the right, without the Optionee’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the Corporation or, if permitted by the Committee (in its sole discretion) shares of Common Stock that would otherwise be transferred and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for with any shares so long withheld to be valued at the Fair Market Value (as defined in Section 2[k] of the Plan) on the date of such withholding. The Optionee, with the consent of the Corporation, may satisfy such withholding tax by delivery and transfer to the Corporation maintains a “cashless exercise” program of shares of Common Stock of the Corporation previously owned by the Optionee, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such delivery. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee exercises and sells Option Shares through (or other person authorized to exercise this option), may (i) pay the purchase price of such program, delivery shares by delivering to the Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and deliver promptly to the Corporation an amount of sale proceeds sufficient to pay the purchase price, or (ii) pay the purchase price in shares of such sale Common Stock of the Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to any other option or participant under the Plan. If the Optionee is a Section 16 Person (as defined in Section 2[x] of the Plan), any payment other than by cash or check shall be made to a brokerage account maintained only at the time and in the name manner which the Corporation determines is necessary to comply with any applicable provisions of SEC Rule 16b-3 (as defined in Section 2[w] of the Optionee with the administrator of such programPlan).

Method of Exercise and Payment. Once exercisable, an Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "“Exercise Date"”) a notice, in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "“Exercise Notice"”). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "“cashless exercise" ” arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, delivery of the proceeds of such sale shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such program.

Method of Exercise and Payment. Once exercisable, and provided an ------------------------------ Option has not been forfeited in accordance with the Plan and this Agreement, an Option may be exercised in whole or in part by the Optionee by delivering to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a written notice (including, to the extent so permitted by the Committee, an electronically transmitted notice), in such manner and form as may be required by the Corporation, specifying the number of the Option Shares the Optionee then desires to acquire (the "Exercise Notice"). The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be acquired upon such exercise. Such payment will be made in cash, by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares shares of Common Stock already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the The Committee may also allow permit the Optionee to simultaneously exercise an Option and sell the Shares shares of Common Stock thereby acquired pursuant to a "cashless exercise" Cashless Exercise arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The Exercise Date with respect to a Cashless Exercise will be the date the broker executes the sale of exercised Shares. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, except that for so long or as otherwise directed by the Corporation maintains a “cashless exercise” program and Optionee. Notwithstanding anything herein to the Optionee exercises and sells contrary, no fractional Option Shares through such programwill be issued or delivered pursuant to any Award. The Committee shall determine whether cash, delivery other securities or other property will be paid or transferred in lieu of the proceeds of such sale any fractional Option Shares or whether any rights thereto shall be made to a brokerage account maintained in the name of the Optionee with the administrator of such programcanceled, terminated or otherwise eliminated.

Method of Exercise and Payment. Once exercisable, an (a) The Option may shall be exercised by written notice, in whole a form substantially as attached to this Agreement as Schedule A, delivered or in part by the Optionee by delivering mailed to the Secretary of the Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program Company at its principal office and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option Shares is being exercised and identifying the Optionee then desires to acquire (the "Exercise Notice")Option by date of grant. The Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option Payment for such number of the Option Shares to shall be acquired upon such exercise. Such payment will be made (i) in cash, cash or by personal or certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretionii) and applicable law, rule or regulation, by delivery of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already of whole shares of Common Stock owned by the Participant you for at least six monthsmonths (“Optionee Stock”) in full or partial payment of the Exercise Price, or (biii) some other form any combination thereof. The value of payment acceptable surrendered Shares for this purpose will be equal to the Committee. To Fair Market Value, calculated as provided in the extent permitted by lawPlan, the Committee may also allow the of such Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms Stock as of the Plan and this Agreement, the Option Shares underlying the exercised portion close of the Option will be promptly delivered to business day immediately preceding the Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, date of delivery of the proceeds notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such sale shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to a brokerage account maintained accept any tendered payment in the name form of Shares, in which case it shall deliver the Optionee tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with the administrator of respect to which such programOption is being exercised.