Common use of Method of Exercise of This Option Clause in Contracts

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to time, during the Option Period as follows. (a) One third of the Shares hereby optioned at any time after one year from the date hereof, (b) One third of the Shares hereby optioned at any time two years from the date hereof, and (c) the balance of the Shares hereby optioned at any time after three years from the date hereof. This Option shall not be exercisable prior to the expiration of one year from the date of grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within the time periods prescribed herein for the exercise thereof. (d) Notwithstanding Sections (a), (b), and (c) of this Section 2 if the Grantee ceases to be an employee of the Corporation or any Affiliate by giving reason of death, disability or retirement, this Option (to the extent valid and outstanding as of the date such Grantee ceases to be an employee) if not then exercisable shall become fully exercisable to the full extent of the original grant; provided, however, that if such date on which such Grantee ceases to be an employee is within six months of the date of grant of a particular Stock Option held by a Grantee who is an officer or director of the Corporation and is subject to Section 16(b) of the Exchange Act this Option shall not become fully exercisable until six months and one day after such date of grant. On or before the expiration of the Option Period specified herein, written notice to of the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall with respect to all or a part of the Common Stock hereby optioned may be in mailed or delivered to the form prescribed Corporation by the Committee and directed to the address set forth Grantee in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument form as the Company Corporation may acceptrequire, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at properly completed and among other things stating the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on of Common Stock with respect to which the Fair Market Value Option is being exercised, and specifying the method of payment for such Common Stock. The notice must be mailed or delivered prior to the expiration of this Option. Before any stock certificates shall be issued or book entry made reflecting the transfer of shares to Grantee, the entire purchase price of the Shares on the date of exercise) equal Common Stock purchased shall be paid to the product Corporation. Certificates will be issued to the purchaser, or book entry made, as soon as practicable thereafter. Failure to pay the purchase price for any Common Stock within the time specified in said notice shall result in forfeiture of (A) the Exercise Price Grantee’s right to purchase the Common Stock at a later date and (B) the number of Option Shares shares of Common Stock which may thereafter be purchased hereunder shall be reduced accordingly. The purchase price may be paid either entirely in respect cash or in whole or in part with unrestricted Common Stock already owned by the Grantee. If the Grantee elects to pay the purchase price entirely in cash, he will be notified of which this Option shall have been exercisedthe purchase price by the Corporation. If the Grantee elects to pay the purchase price either substantially all with Common Stock or partly with Common Stock and the balance in cash, he will be notified by the Corporation of the fair market value of the Common Stock on the exercise date and the amount of Common Stock or (iv) by a combination of (i) and (ii) and (iii)cash payable. Promptly Within five business days after such payment, subject to Section 4 belowthe exercise date, the Company Grantee shall issue and deliver to the Optionee Corporation either cash or Common Stock certificates, in negotiable form, at least equal in value to the purchase price, or that portion thereof to be paid for with Common Stock, together with cash sufficient to pay the full purchase price. Only full Shares of Common Stock shall be utilized for payment purposes. To the extent permissible under applicable tax, securities, and other person exercising this Option laws, the Corporation may, in its sole discretion, permit Grantee to satisfy a certificate or certificates representing the tax withholding requirement by surrendering Shares, including Shares so purchased, registered in the name to which Grantee is entitled as a result of the Optionee (or such other person), or, upon request, in the name exercise of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner in such manner as provided the Corporation shall choose in the immediately preceding sentence. For the avoidance of doubtits discretion, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, satisfy such fraction shall (unless the Committee determines otherwise) be disregardedrequirement.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to time, during the Option Period as follows. (a) One-third of the Shares hereby optioned at any time after one year from the date hereof, (b) One-third of the Shares hereby optioned at any time two years from the date hereof, and (c) the balance of the Shares hereby optioned at any time after three years from the date hereof. This Option shall not be exercisable prior to the expiration of one year from the date of grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within the time periods prescribed herein for the exercise thereof. (d) Notwithstanding Sections (a), (b) and (c) of this Section 2 if the Director ceases to be a director of the Corporation by giving reason of death, disability or retirement, this Option (to the extent valid and outstanding as of the date such Director ceases to be a director) if not then exercisable shall become fully exercisable to the full extent of the original grant; provided, however, that if such date on which such Director ceases to be a director or an employee is within six months of the date of grant of a particular Stock Option held by a Director this Option shall not become fully exercisable until six months and one day after such date of grant. On or before the expiration of the Option Period specified herein, written notice to of the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall with respect to all or a part of the Common Stock hereby optioned may be in mailed or delivered to the form prescribed Corporation by the Committee and directed to the address set forth Director in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument form as the Company Corporation may acceptrequire, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at properly completed and among other things stating the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on of Common Stock with respect to which the Fair Market Value Option is being exercised, and specifying the method of payment for such Common Stock. The notice must be mailed or delivered prior to the expiration of this Option. Before any stock certificates shall be issued or book entry made reflecting the transfer of shares to Grantee, the entire purchase price of the Shares on the date of exercise) equal Common Stock purchased shall be paid to the product Corporation. Certificates will be issued to the purchaser, or book entry made, as soon as practicable thereafter. Failure to pay the purchase price for any Common Stock within the time specified in said notice shall result in forfeiture of (A) the Exercise Price Grantee’s right to purchase the Common Stock at a later date and (B) the number of Option Shares shares of Common Stock which may thereafter be purchased hereunder shall be reduced accordingly. The purchase price may be paid either entirely in respect cash or in whole or in part with unrestricted Common Stock already owned by the Director. If the Director elects to pay the purchase price entirely in cash, he will be notified of which this Option shall have been exercisedthe purchase price by the Corporation. If the Director elects to pay the purchase price either substantially all with Common Stock or partly with Common Stock and the balance in cash, he will be notified by the Corporation of the fair market value of the Common Stock on the exercise date and the amount of Common Stock or (iv) by a combination of (i) and (ii) and (iii)cash payable. Promptly Within five business days after such payment, subject to Section 4 belowthe exercise date, the Company Director shall issue and deliver to the Optionee Corporation either cash or Common Stock certificates, in negotiable form, at least equal in value to the purchase price, or that portion thereof to be paid for with Common Stock, together with cash sufficient to pay the full purchase price. Only full Shares of Common Stock shall be utilized for payment purposes. To the extent permissible under applicable tax, securities, and other person exercising this Option laws, the Director may satisfy a certificate or certificates representing the tax withholding requirement by surrendering Shares, including Shares so purchased, registered in the name to which Director is entitled as a result of the Optionee (or such other person), or, upon request, in the name exercise of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vestedit is exercisable under subparagraph 1.b of this Agreement, this Option may be exercised during the Exercise Period by giving written notice to the Company, as hereinafter provided, TCF Financial specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall must be in the form prescribed by the Committee committee referred to in section 2 of the Plan or its successor (the “Committee”) and directed to the address set forth in Section 11 paragraph 12 below. The date of exercise is the date on which such notice is received by the CompanyTCF Financial. Such notice shall must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made either (i) by certified in cash, which may be in the form of a check, bank draft, or bank check money order payable to TCF Financial, or such other instrument as the Company may accept, (ii) if the Committee shall have previously approved such form of payment, by tendering previously acquired Shares delivering shares of Common Stock already owned by the Optionee having an aggregate a “Fair Market Value at Value” (as defined in the time Plan as in effect on the date of the grant of this Option) on the date of exercise equal to the aggregate Exercise Priceapplicable exercise price, or (iii) if the Committee shall have previously approved such form of payment, a combination of cash and such already-owned shares or (iv) if the Committee shall have previously approved a cashless exercise program, the Optionee may also exercise the Option in accordance with a cashless exercise program by instructing electing to have withheld from shares of Common Stock otherwise issuable to Optionee upon exercise of the Company to withhold Option a number of Shares having an aggregate shares of Common Stock whose “Fair Market Value Value” (based on as defined in the Fair Market Value of the Shares Plan) on the date of exercise) exercise is equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii)applicable exercise price. Promptly after such payment, subject to Section 4 paragraph 3 below, the Company TCF Financial shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form jointly with right of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregardedsurvivorship.

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (ivv) by a any combination of (i), (ii), (iii) and (ii) and (iiiiv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to time, during the Option Period as follows. (a) One third of the Shares hereby optioned at any time after one year from the date hereof, (b) One third of the Shares hereby optioned at any time two years from the date hereof, and (c) the balance of the Shares hereby optioned at any time after three years from the date hereof. This Option shall not be exercisable prior to the expiration of one year from the date of grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within the time periods prescribed herein for the exercise thereof. (d) Notwithstanding Sections (a), (b), and (c) of this Section 2 if the Grantee ceases to be an employee of the Corporation by giving reason of death, disability or retirement, this Option (to the extent valid and outstanding as of the date such Grantee ceases to be an employee) if not then exercisable shall become fully exercisable to the full extent of the original grant; provided, however, that if such date on which such Grantee ceases to be an employee is within six months of the date of grant of a particular Stock Option held by a Grantee who is an officer or director of the Corporation and is subject to Section 16(b) of the Exchange Act this Option shall not become fully exercisable until six months and one day after such date of grant. On or before the expiration of the Option Period specified herein, written notice to of the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall with respect to all or a part of the Common Stock hereby optioned may be in mailed or delivered to the form prescribed Corporation by the Committee and directed to the address set forth Grantee in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument form as the Company Corporation may acceptrequire, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at properly completed and among other things stating the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on of Common Stock with respect to which the Fair Market Value Option is being exercised, and specifying the method of payment for such Common Stock. The notice must be mailed or delivered prior to the expiration of this Option. Before any stock certificates shall be issued or book entry made reflecting the transfer of shares to Grantee, the entire purchase price of the Shares on the date of exercise) equal Common Stock purchased shall be paid to the product Corporation. Certificates will be issued to the purchaser, or book entry made, as soon as practicable thereafter. Failure to pay the purchase price for any Common Stock within the time specified in said notice shall result in forfeiture of (A) the Exercise Price Grantee’s right to purchase the Common Stock at a later date and (B) the number of Option Shares in respect shares of Common Stock which this Option may thereafter be purchased hereunder shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregardedreduced accordingly.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised during the Exercise Period by giving providing written notice to the Company, as hereinafter provided, Plan administrator of the Company specifying the number of Option Shares to be purchased. The notice ; provided however, that the minimum number of exercise Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 belowwhich remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice shall must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified in cash or bank check its equivalent (including cash or such other instrument as the Company may acceptits equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired Shares shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing net exercise (a cashless exercise whereby the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) will reduce the number of Option Shares in respect issuable upon exercise by the number of which this Shares having a Fair Market Value equal to the aggregate Exercise Price for the Option shall have been exercisedShares to be purchased upon exercise), or (iv) by a combination of (i) and ), (ii) and (iii). Promptly after such payment, subject to Section 4 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form jointly with right of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state lawsurvivorship. In lieu of issuing a certificate or certificates representing the Shares shares of Common Stock so purchased, the Company may cause such Shares shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised during the Exercise Period by giving providing written notice to the Company, as hereinafter provided, [Secretary] of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to the Option which remain un-purchased. The notice of exercise of this Option shall must be in the form prescribed by Section 6.6 of the Committee and directed to the address set forth in Section 11 belowPlan. The date of exercise is the date on which such notice is received by the Company. Such notice shall must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified in cash or bank check its equivalent (including cash or such other instrument as the Company may acceptits equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired Shares shares of Common Stock having an aggregate Fair Market Value fair market value at the time of exercise equal to the aggregate Exercise Option Price, (iii) by instructing net exercise (a cashless exercise whereby the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) will reduce the number of Option Shares in respect issuable upon exercise by the number of which this Shares having a Fair Market Value equal to the exercise price for the Option shall have been exercisedShares to be purchased upon exercise), or (iv) by a combination of (i) and ), (ii) and (iii). Promptly after such payment, subject to Section 4 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form jointly with right of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregardedsurvivorship.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised in the manner hereinafter prescribed, in whole or in part, at any time or from time to time, during the Option Period as follows. (a) One-third of the Shares hereby optioned at any time after one year from the date hereof, (b) One-third of the Shares hereby optioned at any time two years from the date hereof, and (c) the balance of the Shares hereby optioned at any time after three years from the date hereof. This Option shall not be exercisable prior to the expiration of one year from the date of grant, except as otherwise specified in the Plan. All purchases hereunder must be completed within the time periods prescribed herein for the exercise thereof. (d) Notwithstanding Sections (a), (b) and (c) of this Section 2 if the Director ceases to be a director of the Corporation by giving reason of death, disability or retirement, this Option (to the extent valid and outstanding as of the date such Director ceases to be a director) if not then exercisable shall become fully exercisable to the full extent of the original grant; provided, however, that if such date on which such Director ceases to be a director or an employee is within six months of the date of grant of a particular Stock Option held by a Director this Option shall not become fully exercisable until six months and one day after such date of grant. On or before the expiration of the Option Period specified herein, written notice to of the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall with respect to all or a part of the Common Stock hereby optioned may be mailed or delivered to the Corporation by the Director in substantially the form prescribed by the Committee and directed to the address set forth attached hereto or in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument form as the Company Corporation may acceptrequire, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at properly completed and among other things stating the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on of Common Stock with respect to which the Fair Market Value Option is being exercised, and specifying the method of payment for such Common Stock. The notice must be mailed or delivered prior to the expiration of this Option. Before any stock certificates shall be issued, the entire purchase price of the Shares on the date of exercise) equal Common Stock purchased shall be paid to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii)Corporation. Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchasedCertificates, registered in the name of the Optionee (purchaser for the Common Stock purchased, will be issued to the purchaser as soon as practicable thereafter. In the alternative, the Corporation may, at its option, issue the shares in book entry. Failure to pay the purchase price for any Common Stock within the time specified in said notice shall result in forfeiture of the Director’s right to purchase the Common Stock at a later date and the number of Shares of Common Stock which may thereafter be purchased hereunder shall be reduced accordingly. The purchase price may be paid either entirely in cash or such other person)in whole or in part with unrestricted Common Stock already owned by the Director. If the Director elects to pay the purchase price entirely in cash, orhe will be notified of the purchase price by the Corporation. If the Director elects to pay the purchase price either substantially all with Common Stock or partly with Common Stock and the balance in cash, upon requesthe will be notified by the Corporation of the fair market value of the Common Stock on the exercise date and the amount of Common Stock or cash payable. Within five business days after the exercise date, the Director shall deliver to the Corporation either cash or Common Stock certificates, in negotiable form, at least equal in value to the name purchase price, or that portion thereof to be paid for with Common Stock, together with cash sufficient to pay the full purchase price. Only full Shares of Common Stock shall be utilized for payment purposes. To the extent permissible under applicable tax, securities, and other laws, the Director may satisfy a tax withholding requirement by surrendering Shares, including Shares to which Director is entitled as a result of the Optionee (or such other person) and in the name exercise of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (ivv) by a any combination of (i) and ), (ii) and ), (iii) (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 10 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (ivv) by a any combination of (i), (ii), (iii) and (ii) and (iiiiv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this This Option may be exercised during the Exercise Period, and the Option Shares will vest and become exercisable upon the satisfaction of the conditions contained in Schedule A attached hereto, by giving written notice to the Company, Corporation as hereinafter provided, provided specifying the number of Option Shares to be purchased. The number of Option Shares that are exercisable on a particular date pursuant to this Section 2 shall not be accelerated by the Committee (as defined in the Plan) except in connection with a change in control as set forth in Section 9 of this Award Agreement, or in the event of the death or disability of the Optionee. The notice of exercise of this Option shall be in the form prescribed by the Committee referred to in Article IV of the Plan and directed to the address set forth in Section 11 12 below. The date of exercise is the date on which such notice is received by the CompanyCorporation. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank in cash, which may be in the form of a check, money order, cashier' s check or such other instrument as certified check, payable to the Company may acceptCorporation, or (ii) by tendering previously acquired Shares delivering shares of Common Stock already owned by the Optionee having an aggregate a Fair Market Value at the time of exercise equal to the aggregate Exercise Price, or (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) cash and (ii) and (iii)such shares. Promptly after such payment, subject to Section 4 3 below, the Company Corporation shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.2007/052407/IPA1 8K053107

Method of Exercise of This Option. To the extent vested, this This Option may be exercised during the Exercise Period by giving providing written notice to the Company, as hereinafter provided, Corporate Secretary of the Company specifying the number of Option Shares to be purchased. The notice ; provided however, that the minimum number of exercise Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 belowwhich remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice shall must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified in cash or bank check its equivalent (including cash or such other instrument as the Company may acceptits equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired Shares shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing net exercise (a cashless exercise whereby the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) will reduce the number of Option Shares in respect issuable upon exercise by the number of which this Shares having a Fair Market Value equal to the aggregate Exercise Price for the Option shall have been exercisedShares to be purchased upon exercise), or (iv) by a combination of (i) and ), (ii) and (iii). Promptly after such payment, subject to Section 4 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form jointly with right of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state lawsurvivorship. In lieu of issuing a certificate or certificates representing the Shares shares of Common Stock so purchased, the Company may cause such Shares shares to be credited to a book ​ entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.​

Method of Exercise of This Option. To the extent vested, this This Option may be exercised during the Exercise Period by giving providing written notice to the Company, as hereinafter provided, Corporate Secretary of the Company specifying the number of Option Shares to be purchased. The notice ; provided however, that the minimum number of exercise Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 belowwhich remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice shall must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified in cash or bank check its equivalent (including cash or such other instrument as the Company may acceptits equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired Shares shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing net exercise (a cashless exercise whereby the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) will reduce the number of Option Shares in respect issuable upon exercise by the number of which this Shares having a Fair Market Value equal to the aggregate Exercise Price for the Option shall have been exercisedShares to be purchased upon exercise), or (iv) by a combination of (i) and ), (ii) and (iii). Promptly after such payment, subject to Section 4 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the Shares shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form jointly with right of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state lawsurvivorship. In lieu of issuing a certificate or certificates representing the Shares shares of Common Stock so purchased, the Company may cause such Shares shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

Method of Exercise of This Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (ivv) by a any combination of (i), (ii), (iii) and (ii) and (iiiiv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.