Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve . Such exercise shall be effective upon the actual receipt by the Company’s Secretary of such written notice and payment.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary 's Chief Financial Officer specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) purchased. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s 's check payable to the order of the Companycompany, (iiic) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board Board, or (vd) by such other mode of payment as the Committee may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Chief Financial Officer of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the 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 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 other 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. (a) Except as may otherwise be permitted at the discretion All or part of the Committee, this Option exercisable Options may be exercised by the Employee upon (a) the Employee’s written notice to Holding of exercise, (b) the CompanyEmployee’s Secretary specifying payment of the number of Series 1 Option Shares to be purchased and containing Price or the Optionee’s acknowledgmentSeries 2 Option Price, as applicable, in form and substance satisfactory to full at the Company, that time of exercise (i) such Option Shares are being purchased for investment and not for distribution in cash or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act)cash equivalents, (ii) in unencumbered shares owned by the Optionee has been advised and understands that Employee for at least six (A6) 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 Option Shares have not been registered under the Act and are “restricted securities” within the meaning date of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available exercise equal to the Optionee any exemption from such registrationSeries 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Common Stock or (iv) in accordance with such Option Shares may procedures or in such other form as the Committee shall from time to time determine, (c) the Employee’s execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to the Plan as Exhibit B, and (d) the Employee’s execution of the Stockholders Agreement and Registration Rights Agreement (if the Employee is not be transferred without compliance then a party to such agreements) in order to become a party to such agreements with all respect to the shares of 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 exercisable Options and receipt of evidence that the Employee is a party to the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 4, but subject to Section 6 below, Holding shall deliver to the Employee a certificate or certificates representing the shares of Common Stock acquired upon the exercise thereof, registered in the name of the Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable federal and state securities laws, and (iv) an 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 referring to the foregoing restrictions on transfer and legend. The Stock Subscription Agreement shall contain provisions providing that, upon any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment termination of the aggregate Option Price of 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 Option Shares being purchased (i) in cashright, (ii) by certified or cashier’s check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with the procedures permitted by Regulation T described in Section 8.7 of the Federal Reserve Board Plan, to purchase all or any of the shares of Common Stock acquired by the Employee upon exercise of any of the Options (vwhether acquired before or after such termination) by such other mode 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 as the Committee may approve . Such exercise shall be effective upon equal to the actual receipt by lower of the Company’s Secretary Fair Market Value and the purchase price of such written notice and paymentthe shares of Common Stock so purchased.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (viv) by such other mode of payment as the Committee may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary of such written notice and payment.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion All or part of the Committee, this Option exercisable Options may be exercised by the Employee upon (a) the Employee's written notice to Holding of exercise, (b) the Company’s Secretary specifying Employee's payment of the number of Series 1 Option Shares to be purchased and containing Price or the Optionee’s acknowledgmentSeries 2 Option Price, as applicable, in form and substance satisfactory to full at the Company, that time of exercise (i) such Option Shares are being purchased for investment and not for distribution in cash or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act)cash equivalents, (ii) in unencumbered shares owned by the Optionee has been advised and understands that Employee for at least six (A6) 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 Option Shares have not been registered under the Act and are “restricted securities” within the meaning date of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available exercise equal to the Optionee any exemption from such registrationSeries 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Common Stock or (iv) in accordance with such Option Shares may not procedures or in such other form as the Committee shall from time to time determine, (c) the Employee's execution of a stock subscription agreement which shall be transferred without compliance in substantially the form of the Stock Subscription Agreement attached to the Plan as Exhibit B, and (d) the Employee's execution of the Stockholders Agreement and Registration Rights Agreement in order to become a party to such agreements with all respect to the shares of 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 exercisable Options and receipt of evidence of the Employee's execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 4, but subject to Section 6 below, Holding shall deliver to the Employee a certificate or certificates representing the shares of Common Stock acquired upon the exercise thereof, registered in the name of the Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable federal and state securities laws, and (iv) an appropriate any certificates issued under this Section 4 must bear a legend referring to restricting the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve . Such exercise shall be effective upon the actual receipt by the Company’s Secretary of such written notice and paymentCommon Stock, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this ------------------------------ Option may be exercised by written notice notice, pursuant to Section 8, to the Company’s Secretary 's Treasurer specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement under the Securities Act of 1933 (the "Act") and current registrations under all applicable state securities laws, containing the Optionee’s 's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer transfer, and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) . The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s check payable to the order of the Company, or (iiic) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T combination of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Treasurer of such written notice of exercise and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee. For purposes of determining the amount of payment, such shares shall be valued at their fair market value on the date of exercise as determined by the Board. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the 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, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. Notwithstanding the foregoing, the Board, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Price. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall be returned to the Optionee with notice of the refusal of the Board to accept such shares in payment of the Option Price. Furthermore, the Board may impose from time to time such limitations and prohibitions on the use of shares of the Company's Common Stock for payment upon exercise of the Option as it deems appropriate in its sole discretion.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary Treasurer specifying the number of Option Shares to be purchased and and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the “Act”), containing the Optionee’s acknowledgment, acknowledgment in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificates. (b) certificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s check payable to the order of the Company, (iiic) promissory note, subject to the extent permitted by applicable law and approved by terms of the CompanyPlan (including without limitation, (ivSection 15 of the Plan) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (vd) by such other mode of payment as the Committee Board may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing such shares 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 with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, may refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares in payment of the Option Price, any certificates representing Shares 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. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section ------------------------------ 2, this Option may be exercised by written notice notice, pursuant to Section 8, to the Company’s Secretary 's Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing the Optionee’s 's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) . The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s check payable to the order of the Company, Company or (iiic) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T combination of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Controller of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the 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 defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. 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. In that event, any certificates representing shares of the Company's 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. Furthermore, the Committee may impose such limitations and prohibitions on the use of shares of the Company's Common Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at Once exercisable, and provided an Option has not been forfeited in accordance with the discretion of the CommitteePlan and this Agreement, this 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 on any business day (the “Exercise Date”) a written notice (including, to the Company’s Secretary 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 Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, then desires to acquire (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) “Exercise Notice”). The notice shall Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option Price for such number of the Option Shares being purchased (i) to be acquired upon such exercise. Such payment will be made in cash, (ii) by by, personal or certified check, bank draft or cashier’s check money order payable to the order of the CompanyCorporation 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, (iiia) promissory noteshares of Common Stock already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the extent permitted Committee. The Committee may also permit the Optionee to simultaneously exercise an Option and sell the shares of Common Stock thereby acquired pursuant to a Cashless Exercise arrangement or program, selected by applicable law and approved of in all respects in advance by the Company, (iv) provided 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 the Company’s Common Stock is publicly traded, by payment through a broker exercised may not be exercised again. Upon exercise in accordance with procedures permitted by Regulation T the terms of the Federal Reserve Board Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, or (v) as otherwise directed by such the Optionee. Notwithstanding anything herein to the contrary, no fractional Option Shares will be issued or delivered pursuant to any Award. The Committee shall determine whether cash, other mode securities or other property will be paid or transferred in lieu of payment as the Committee may approve . Such exercise any fractional Option Shares or whether any rights thereto shall be effective upon the actual receipt by the Company’s Secretary of such written notice and paymentcanceled, terminated or otherwise eliminated.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at Subject to the discretion of limitations set forth in this Agreement, the CommitteeOption, this Option to the extent vested, may be exercised by written Participant (a) by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of whole shares of Common Stock to be purchased and by accompanying such notice with payment therefor in full (or by arranging for such payment to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (isatisfaction) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased either (i) in cash, (ii) by certified or cashier’s check payable authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the order of the Companyamount necessary to satisfy such obligation, (iii) promissory noteexcept as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the extent permitted Company to whom Participant has submitted an irrevocable notice of exercise or (iv) by applicable law a combination of (i) and approved (ii), and (b) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by Participant. No certificate representing a share of Common Stock shall be issued or delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after payment in full of the Exercise Price of any exercisable portion of the Option in accordance with this Section 3, but subject to Section 8 below, the Company shall deliver to the Participant (or such other person or entity) a certificate, certificates or electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the Participant (or such other person or entity), provided that, if the Company, (iv) provided that in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve . Such exercise shall be effective upon the actual receipt by the Company’s Secretary transfer of such written notice and paymentShares, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary 's Treasurer specifying the number of Option Shares to be purchased and and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee’s acknowledgment's acknowledgement, in the form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands understand that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable United State federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificates. (b) certificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased and nay additional amount which the Optionee is required to pay to the Company pursuant to the provision of Section 11 hereof (ia) in cash, (iib) by certified or cashier’s 's check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (vc) by such other mode of payment as the Committee may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Treasurer of such written notice and payment.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at Subject to the discretion of limitations set forth in this Agreement, the CommitteeOption, this Option to the extent vested, may be exercised by written Participant (a) by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of whole shares of Common Stock to be purchased and by accompanying such notice with payment therefor in full (or by arranging for such payment to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (isatisfaction) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased either (i) in cash, (ii) by certified or cashier’s check payable authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the order of the Companyamount necessary to satisfy such obligation, (iii) promissory noteexcept as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the extent permitted Company to whom Participant has submitted an irrevocable notice of exercise or (iv) by applicable law a combination of (i) and approved (ii), and (b) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by Participant. No certificate representing a share of Common Stock shall be issued or delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after payment in full of the Exercise Price of any exercisable portion of the Option in accordance with this Section 3, but subject to Section 12 below, the Company shall deliver to the Participant (or such other person or entity) a certificate, certificates or electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the Participant (or such other person or entity), provided that, if the Company, (iv) provided that in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve . Such exercise shall be effective upon the actual receipt by the Company’s Secretary transfer of such written notice and paymentShares, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary specifying the number of Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved by the Company, note or (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary of such written notice and payment. (c) Upon exercise of this Option, the Optionee agrees to execute documents as necessary for the Optionee to become a party to and bound by that certain Shareholders Agreement by and among the Company and its Shareholders, as amended and/or restated from time to time, and any other such documents as reasonably may be required by the Company.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeSubject to Section 9 hereof (if applicable), this Option may be exercised by written notice to the Company’s Secretary specifying extent that the Option has become vested and exercisable with respect to a number of Option Shares to be purchased and containing the Optionee’s acknowledgmentas provided herein, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may thereafter be endorsed on exercised by the certificatesParticipant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with this Section 4 and with Company trading policies. No shares of Stock resulting from the exercise of the Option shall be issued until full payment therefore has been made as set forth in this Section 4. (b) The notice Option shall be exercised in whole or in part by the Participant’s delivery of a written or electronic notice of exercise (in accordance with procedures established by the Company) to the Chief Financial Officer or General Counsel of the Company (or each of his or her designee), setting forth the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment of the aggregate Option Exercise Price with respect to each such share of Stock and, to the Option Shares being purchased extent applicable, an amount sufficient to pay all taxes required to be withheld by any governmental agency. The Exercise Price shall be payable to the Company (i) in cashfull cash or its equivalent, (ii) by certified the actual or cashier’s check payable constructive transfer to the order Company of shares of Stock owned by the CompanyParticipant having a value at the time of exercise equal to the total Exercise Price, (iii) promissory notesubject to any conditions or limitations established by the Committee, the Company’s withholding of Option Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the extent permitted by applicable law and approved number of treasury shares held by the Company, the shares of Stock so withheld will not be treated as issued and will be acquired by the Company upon such exercise), (iv) provided that the Company’s Common Stock is publicly tradedby a combination of such methods of payment, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by such other mode of payment methods as may be approved by the Committee may approve and authorized under Section 6(b) of the Plan. No shares of Stock resulting from the exercise of the Option shall be issued until full payment therefore has been made. As soon as reasonably practicable after receipt of a written notification of exercise and full payment of the Exercise Price for the shares of Stock with respect to which the Option is exercised, the Company shall deliver to the Participant share certificates (or the equivalent if such shares of Stock are held in book entry form) for such shares of Stock with respect to which the Option is exercised. (c) To the extent applicable, the exercise of the Option is contingent upon payment by the Participant of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such exercise shall payment (if any) may be effective upon in any form acceptable to the actual receipt by the Company’s Secretary of such written notice and paymentCommittee.

Method of Exercise and Payment. (a) Except as may otherwise The method for exercising each Option granted hereunder shall be permitted at by delivery to the discretion Corporation of the Committee, this Option may be exercised by written notice to the Company’s Secretary specifying the number of Option Shares with respect to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) which such Option is exercised. The purchase of such Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in shall take place at the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions principal offices of the Act)Corporation within thirty days following delivery of such notice, (ii) at which time the Optionee has been advised and understands that (A) exercise price of the Option Shares have not been registered under shall be paid in full by any of the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act methods set forth below or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificatesa combination thereof. (b) The notice exercise price shall be accompanied paid by payment any of the aggregate Option Price following methods or any combination of the Option Shares being purchased following methods at the election of the Grantee, or by any other method approved by the Committee upon the request of the Grantee: (i) in cash, ; (ii) by certified or certified, cashier’s check or other check acceptable to the Corporation, payable to the order of the Company, Corporation; (iii) promissory note, by delivery to the extent permitted by applicable law and approved Corporation of Agreements or certificates representing the number of shares then owned by the CompanyGrantee, the fair market value of which equals the purchase price of the Stock purchased pursuant to the Option, properly endorsed for transfer to the Corporation; provided however, that no Option may be exercised by delivery to the Corporation of Agreements or certificates representing Stock, unless such Stock has been held by the Grantee for more than six months; for purposes of this Plan, the fair market value of any shares of Stock delivered in payment of the purchase price upon exercise of the Option shall be the fair market value as of the exercise date; the exercise date shall be the day of delivery of the Agreements or certificates for the Stock used as payment of the exercise price; or (iv) provided that by delivery to the Company’s Common Stock is publicly traded, by payment through Corporation of a properly executed notice of exercise together with irrevocable instructions to a broker in accordance with procedures permitted by Regulation T to deliver to the Corporation promptly the amount of the Federal Reserve Board proceeds of the sale of all or (v) by such other mode a portion of payment as the Committee may approve . Such Stock sufficient to pay the exercise shall be effective upon price or of a loan from the actual receipt by broker to the Company’s Secretary of such written notice and paymentGrantee required to pay the exercise price.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary Vice President Xxxxxx Xxxxx, specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeOnce exercisable, this an Option may be exercised in whole or in part by written notice the Optionee by delivering to the Company’s 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 Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, then desires to acquire (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) “Exercise Notice”). The notice shall Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option Price for such number of the Option Shares being purchased (i) to be acquired upon such exercise. Such payment will be made in cash, (ii) by personal or certified check, bank draft or cashier’s check money order payable to the order of the CompanyCorporation 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, (iiia) promissory noteShares already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the extent Committee. To the extend permitted by applicable law 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 Company, (iv) provided 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 the Company’s Common Stock is publicly traded, by payment through a broker exercised may not be exercised again. Upon exercise in accordance with procedures permitted by Regulation T the terms of the Federal Reserve Board or (v) by such other mode Plan and this Agreement, the Option Shares underlying the exercised portion of payment the Option will be promptly delivered to the Optionee, except that for so long as the Committee may approve . Such exercise 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 effective upon made to a brokerage account maintained in the actual receipt by name of the Company’s Secretary Optionee with the administrator of such written notice and paymentprogram.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion Each exercise of the Committee, this Option may shall be exercised by means of a written notice of exercise (substantially in the form attached hereto as Exhibit “A”) delivered to the Company’s Secretary of the Corporation (or other designated officer) and 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 and containing the Optioneein cash or by a cashier’s acknowledgmentcheck. The Committee may, in form its sole discretion and substance satisfactory in accordance with the Plan, permit Employee to exercise the Option by paying any part of the Price by delivery to the Company, that (i) such Corporation of shares of common stock of the Corporation then owned by Employee having a Fair Market Value on the date of exercise of the Option equal to the total Price of the Shares are being purchased for investment and not for distribution (or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions such portion of the Acttotal Price that Employee intends to pay by delivery of previously acquired shares). If payment is made by delivery of previously acquired shares, (iithe certificate(s) the Optionee has been advised and understands that (A) the Option representing such Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act shall be duly executed in blank by Employee or to take any action which would make available to the Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) The notice shall be accompanied by payment a stock power, duly executed in blank, for the purpose of the aggregate Option Price of the Option Shares being purchased (i) in cash, (ii) by certified or cashier’s check payable transferring such shares to the order of the Company, (iii) promissory note, to the extent permitted by applicable law and approved Corporation. Fair Market Value shall be determined by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker Committee in accordance with procedures permitted by Regulation T the terms of the Federal Reserve Board or (v) Plan. Fractional shares will not be accepted as payment of any portion of the Price. Prior to exercising the Option, Employee shall review the Corporation’s most recent financial statements, reports and other information available to the Corporation’s stockholders, such that Employee becomes familiar, to Employee’s full satisfaction, with the Corporation’s affairs, status, prospects and risks. In the event that the Option is to be exercised by such any person other mode than Employee, notice of payment as the Committee may approve . Such exercise shall be effective upon accompanied by appropriate proof of the actual receipt by the Company’s Secretary right of such written notice and paymentperson to exercise the Option.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary Vice President specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary Chief Operating Officer specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeOnce exercisable, this an Option may be exercised in whole or in part by written notice the Optionee by delivering to the Company’s 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 Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, then desires to acquire (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) “Exercise Notice”). The notice shall Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option Price for such number of the Option Shares being purchased (i) to be acquired upon such exercise. Such payment will be made in cash, (ii) by personal or certified check, bank draft or cashier’s check money order payable to the order of the CompanyCorporation 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, (iiia) promissory noteShares 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 applicable law 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 Company, (iv) provided 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 the Company’s Common Stock is publicly traded, by payment through a broker exercised may not be exercised again. Upon exercise in accordance with procedures permitted by Regulation T the terms of the Federal Reserve Board or (v) by such other mode Plan and this Agreement, the Option Shares underlying the exercised portion of payment the Option will be promptly delivered to the Optionee, except that for so long as the Committee may approve . Such exercise 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 effective upon made to a brokerage account maintained in the actual receipt by name of the Company’s Secretary Optionee with the administrator of such written notice and paymentprogram.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary General Counsel specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s General Counsel of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary 's Treasurer specifying the number of Option Shares to be purchased and and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee’s acknowledgment's acknowledgement, in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, laws and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificates. (b) certificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s 's check payable to the order of the Company, (iiic) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (vd) by such other mode of payment as the Committee may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may (1) make a payment of all or any portion of the Option Price by means of delivery to the Company of shares of the Company's Common Stock, (2) make a payment of all or any portion of the Option Price by means of having the Company withhold a number of the Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option, or (3) have the Company withhold a number of Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option sufficient to cover all or a portion of the Company's tax withholding obligations, if any, with respect to the exercise of the Option. If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee shall deliver to the 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 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 other limitation and prohibitions on the use of Option Shares or other 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's Common Stock which were delivered to the Company shall be returned to the Optionee with notice of refusal of the Committee to accept such shares in payment of the Option Price.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at When exercisable under Section 2, the discretion of the Committee, this Option may be exercised by written notice to the Company’s Secretary 's Treasurer specifying the number of Option Shares to be purchased and and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee’s acknowledgment, 's acknowledgment in form and substance satisfactory to the Company, that the Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (ivd) has been advised and understands that an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the contained in this Option may be endorsed on the certificates. (b) certificate. The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s 's check payable to the order of the Company, (iiic) promissory note, subject to the extent permitted by applicable law and approved by terms of the CompanyPlan (including without limitation, (ivSection 15 of the Plan) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (vd) by such other mode of payment as the Committee Board may approve approve. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in common shares of beneficial interest in the Company. If payment is made in whole or in part in such shares, then the Optionee shall deliver to the Company certificates registered in the name of the Optionee representing such shares 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 with respect to which this Option is to be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, may refuse to accept Shares in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares in payment of the Option Price, any certificates representing Shares 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. (a) Except as may otherwise be permitted at Once exercisable, and provided an ------------------------------ Option has not been forfeited in accordance with the discretion of the CommitteePlan and this Agreement, this 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 on any business day (the "Exercise Date") a written notice (including, to the Company’s Secretary 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 Option Shares to be purchased and containing the Optionee’s acknowledgment, in form and substance satisfactory to the Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, then desires to acquire (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) "Exercise Notice"). The notice shall Exercise Notice will be accompanied by payment of the aggregate Per Share Exercise Price applicable to such Option Price for such number of the Option Shares being purchased (i) to be acquired upon such exercise. Such payment will be made in cash, (ii) by personal or certified check, bank draft or cashier’s check money order payable to the order of the CompanyCorporation 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, (iiia) promissory noteshares of Common Stock already owned by the Participant for at least six months, or (b) some other form of payment acceptable to the extent permitted Committee. The Committee may also permit the Optionee to simultaneously exercise an Option and sell the shares of Common Stock thereby acquired pursuant to a Cashless Exercise arrangement or program, selected by applicable law and approved of in all respects in advance by the Company, (iv) provided 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 the Company’s Common Stock is publicly traded, by payment through a broker exercised may not be exercised again. Upon exercise in accordance with procedures permitted by Regulation T the terms of the Federal Reserve Board Plan and this Agreement, the Option Shares underlying the exercised portion of the Option will be promptly delivered to the Optionee, or (v) as otherwise directed by such the Optionee. Notwithstanding anything herein to the contrary, no fractional Option Shares will be issued or delivered pursuant to any Award. The Committee shall determine whether cash, other mode securities or other property will be paid or transferred in lieu of payment as the Committee may approve . Such exercise any fractional Option Shares or whether any rights thereto shall be effective upon the actual receipt by the Company’s Secretary of such written notice and paymentcanceled, terminated or otherwise eliminated.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2, this Option may be exercised by written notice notice, pursuant to Section 8, to the Company’s Secretary 's Controller specifying the number of Option Shares to be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the "Act"), and current registrations under all applicable state securities laws, containing the Optionee’s acknowledgment's acknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “"restricted securities” " within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iiic) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (b) . The notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (ia) in cash, (iib) by certified or cashier’s check payable to the order of the Company, Company or (iiic) promissory note, to the extent permitted by applicable law and approved by the Company, (iv) provided that the Company’s Common Stock is publicly traded, by payment through a broker in accordance with procedures permitted by Regulation T combination of the Federal Reserve Board or (v) by such other mode of payment as the Committee may approve foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Secretary 's Controller of such written notice and payment. In addition, except as provided below, Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company's Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company's Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates. 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. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such shares in payment of the Option Price. Furthermore, the Committee may impose such limitations and prohibitions on the use of shares of the Company's Common Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary Vice President, Xxxxxx Xxxxx, specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Vice President of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.

Method of Exercise and Payment. (a) Except as may otherwise be permitted at the discretion of the CommitteeWhen exercisable under Section 2 or Section 7, this Option may be exercised by written notice notice, pursuant to Section 9, to the Company’s Secretary Chief Executive Officer specifying the number of Option Shares to be purchased (the “Notice”). The Notice shall be accompanied by payment of the aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified check payable to the order of the Company or (c) by a combination of the foregoing. Such exercise shall be effective upon the actual receipt by the Company’s Chief Executive Officer of such Notice and containing payment. (b) Unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933, as amended (the “Act”), and current registrations under all applicable state securities laws, the Notice shall include Optionee’s acknowledgmentacknowledgement, in form and substance satisfactory to the Company, that Optionee (ia) is purchasing such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the ActAct or any state securities laws), (iib) the Optionee has been advised and understands that (Ai) the Option Shares have not been registered under the Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and transfer, (Bii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, and (iii) such the Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. (bc) The notice shall be accompanied by In addition, except as provided below, Optionee may make payment in whole or in part in shares of the aggregate Company’s Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the Company’s Common Stock, then Optionee shall deliver to the Company certificates registered in the name of Optionee representing shares of the Company’s Common Stock legally and beneficially owned by Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value (as defined in the Plan) on the date of delivery of such notice that is not greater than the Option Price of the Option Shares being purchased (i) with respect to which the Option is to be exercised, accompanied by stock powers duly endorsed in cash, (ii) blank by certified or cashier’s check payable to the order record holder of the Companyshares represented by such certificates. Notwithstanding the foregoing, (iii) promissory notethe Committee, in its sole discretion, may refuse to the extent permitted by applicable law and approved by the Company, (iv) provided that accept shares of the Company’s Common Stock is publicly traded, by in payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (v) by Option Price. In that event, any certificates representing shares of the Company’s Common Stock which were delivered to the Company shall be returned to Optionee with notice of the refusal of the Committee to accept such other mode shares in payment of payment as the Option Price. Furthermore, the Committee may approve . Such exercise shall be effective upon impose such limitations and prohibitions on the actual receipt by use of shares of the Company’s Secretary of such written notice and paymentCommon Stock to exercise the Option as it deems appropriate.