Common use of Method of Exercise Clause in Contracts

Method of Exercise. The Option shall be exercisable by written notice which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option This option shall be exercisable exercisable, in full or in part, only by giving written notice to the chief financial officer of the Company, which shall shall: (i) state the election to exercise some or all of the then-exercisable portion of the Optionoption, and shall specify the number of Shares shares in respect to which it is being exercised, and the name of the person exercising the option, his or her address and tax identification number (and if the stock certificates are to be registered in more than one name, the names, addresses, and tax identification numbers of such other persons); (ii) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Stock as may be satisfactory to the Company’s counsel; and (iii) be signed by the person or persons entitled to exercise the option and, if the option is being exercised by any person or persons other than Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the option. Payment of the purchase price of any shares with respect to which the Option option is being exercised. Such exercised shall accompany the written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange payment may be made, in whole or inter-dealer quotation system upon which the in part, in: (a) cash; (b) shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder Stock of the Company with respect already owned by Optionee, valued at the Market Value as of the date of the notice of exercise; provided, however, that (i) there shall be no exercise at any time as to fewer than one hundred (100) shares, unless fewer than one hundred (100) shares remain to be purchased under the option being exercised; and (ii) the option may not be exercised for a period of six (6) months after the date of grant; or (c) Stock Appreciation Rights, if applicable; or by a combination of these methods. The certificate or certificates for shares of Stock as to which the option shall be exercised shall bear any such Shares until and unless there is issued a stock certificate to restrictive endorsement the Optionee for such Shares or Company, in its sole discretion, deems necessary. In lieu of the Shares are otherwise transferred to delivery of shares of Stock already owned by the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate also provide the Company with a notarized statement attesting to the Company in writing number of shares owned for at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if anyleast six months, or a Nonstatutory Option portion. In default of timely receipt of such written designation where upon verification by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability may issue to the Optionee only the number of incremental shares to which the Optionee is entitled upon the exercise of the option. In accordance with the terms of the Plan, payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or any other person as a result of so acting in such administrationloan proceeds to pay the purchase price.

Method of Exercise. The Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option shall may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of Company, substantially in the then-exercisable portion of the Optionform attached hereto as Exhibit 2, and shall specify stating the number of Shares shares with respect to which the this Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by either (a) payment in full of the Exercise Price exercise price for the Shares being acquired number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable payroll withholding taxes as specified in Section 4(d) belowrequirements of law. No Shares will If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued pursuant to the Optionee upon the exercise of an this Option unless may be issued on such issuance a noncertificated basis if mutually agreed upon by the Company and such exercise shall comply with all relevant provisions of the Optionee and otherwise permissible under applicable law and the Plan and the requirements rules of any applicable stock exchange exchange. Payment of the exercise price may be made in cash or inter-dealer quotation system upon which cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company’s common stock ; provided, however, that the Compensation Committee or the full Board of Directors, as the case may then be listed or quoted. Assuming such compliancebe, reserves the Shares shall be considered transferred right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee on may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such Sharesshares not paid for may be terminated by the Company. An Optionee shall have no rights as a shareholder Notwithstanding any of the Company with respect to any such Shares until and unless there is issued a stock certificate foregoing to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codecontrary, the Optionee may designate to if the Company in writing at has established, for itself or using the time services of a third party, an automated system for the exercise of stock options that may be granted under the Option whether and to what extent the Optionee is exercising Plan, such as a system using an ISO portion of the Option if anyinternet website or interactive voice response system, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, then the Optionee shall be deemed permitted to exercise this Option on a paperless basis through the ISO portion use of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationan automated system.

Method of Exercise. The Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option shall may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of Company, substantially in the then-exercisable portion of the Optionform attached hereto as Exhibit 2, and shall specify stating the number of Shares shares with respect to which the this Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by either (a) payment in full of the Exercise Price exercise price for the Shares being acquired number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver, or cause to be delivered, to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable payroll withholding taxes as specified in Section 4(d) belowrequirements of law. No Shares will If and to the extent that the Company also provides to its shareholders generally a means to hold title to shares on a noncertificated basis, then any shares to be issued pursuant to the Optionee upon the exercise of an this Option unless may be issued on such issuance a noncertificated basis if mutually agreed upon by the Company and such exercise shall comply with all relevant provisions of the Optionee and otherwise permissible under applicable law and the Plan and the requirements rules of any applicable stock exchange exchange. Payment of the exercise price may be made in cash or inter-dealer quotation system upon which cash equivalents or, in accordance with the terms and conditions of Section 5(c) of the Plan, in whole or in part in shares of Common Stock of the Company’s common stock ; provided, however, that the Compensation Committee or the full Board of Directors, as the case may then be listed or quoted. Assuming such compliancebe, reserves the Shares shall be considered transferred right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice; and provided, further, that the Optionee on may not make payment in shares of Stock that he acquired upon the earlier exercise of any incentive stock option, unless he has held the shares until at least two years after the date on which the incentive stock option was granted and at least one year after the date the incentive stock option was exercised. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee shares not paid for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation be terminated by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option (a) In order to exercise this Option, in whole or in part, the Optionee shall deliver to the Company at its principal place of business, or at such other offices as shall be exercisable designated by the Company (i) a written notice which shall state the of such Optionee's election to exercise some or all of the then-exercisable portion of the this Option, and which notice shall specify the number of Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a check payable to the order of the Company, (B) if, and to the extent, authorized by the Committee (which, without limitation, may grant or withhold such approval in its sole discretion), notice that the Exercise Price is satisfied by reduction of the number of Shares to be received by Optionee upon exercise of this Option, with the amount of such reduction specified in such notice, (C) if, and to the extent, authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with shares of Common Stock, or (D) a combination of the above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing the Shares to be transferred, provided that if any law or regulation requires the Company to take any action with respect to which the Option is being exercised. Such written Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price extended for the period necessary to take such action; and provided further, and without limitation, Shares being acquired will not be issued unless and any applicable payroll withholding taxes as specified until each matter described in Section 4(d9.5 is satisfied. (b) below. No Shares will be issued pursuant to Upon the exercise of an Option unless such issuance Option, and such exercise shall comply with all relevant provisions before the transfer of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed required to exercise pay to the ISO portion Company in cash or, to the extent authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with Shares in the manner described in subsections (a)(B) or (a)(C) of this Section, the amount which the Company reasonably determines to be necessary in order for the Company to comply with applicable federal and state tax withholding requirements, and the collection of employment taxes. (c) For all purposes relating to the surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) of this Section, the fair market value of the Option first until such portion is fully exercised and then shares of Common Stock delivered or surrendered shall be determined as of the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision business day next preceding the date of their surrender or delivery, and shall incur mean the price at which such shares would exchange hands between a willing buyer and willing seller, neither of whom are under compulsion to buy or sell, as reasonably determined by the Committee; provided, however, that so long as such shares are listed on a national stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale price (or, if no liability to closing sale price is quoted, the Optionee mean between the closing bid and sale price) of such shares on such exchange or any other person as a result of so acting in on NASDAQ on such administrationnext business day, or, if no such shares were traded on such business day, the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) on the next preceding business day on which such shares were traded.

Method of Exercise. The (a) To the extent that the Option shall has become exercisable hereunder, the Option may be exercisable exercised in whole or in part at any time during the Term by giving written notice which shall state of exercise to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company specifying the number of Shares with respect to which be purchased, accompanied by payment of the Option is being exercisedpurchase price therefor. Such written notice Payment of the purchase price for such Shares shall be signed made (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) by delivery of shares of the Common Stock of the Company already owned by the Optionee and shall be delivered or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of California, including without limitation Chapter 5 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the Company’s Human Resources Departmentdelivery of any Shares, the Optionee, or any other person entitled to their designated agentexercise the Option, at such place shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in such manner accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company may specify from time is reasonably able to time. Such written notice must be accompanied by payment in full comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Exercise Price Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dpurchased. (b) below. No Shares will be issued pursuant If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of an Option unless shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, prior to the acceptance of such issuance certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Company with a written representation and such exercise shall comply with all relevant provisions warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of law liens and the Plan and the requirements encumbrances. The value of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, Common Stock so tendered in payment for the Shares being purchased shall be considered transferred to the Optionee their Fair Market Value Per Share (as defined below) on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Optionee’s notice of exercise. Any Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the purchased upon exercise of the Option whether which are paid for using Restricted Stock (as defined in the Plan) shall be restricted in accordance with the original terms of the award of such Restricted Stock. (c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise price per share of such option(s). The Company and to what extent the Optionee is exercising or other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an ISO portion exercise of the Option. (d) If for any reason a purported exercise of the Option if anyproviding for payment to be made in whole or in part through the delivery of shares of Common Stock already owned or underlying vested stock options is not permitted, or a Nonstatutory Option portion. In default of timely receipt of such written designation by purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee shall be deemed or other person entitled to exercise the ISO portion Option promptly pays the exercise price in an acceptable form. (e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, the Optionee=s notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option. (f) For purposes hereof, the “Fair Market Value Per Share” of the Company’s Common Stock shall mean, if the Common Stock is publicly traded, the closing per share bona fide bid price of the Common Stock on such date. In any situation not covered by the preceding sentence, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive. (g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option first until or the delivery of the Shares for such portion period as may be required for the Company (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any government regulatory body. In addition, in connection with any exercise of the Option, the Committee may require the Optionee to agree not to dispose of any of the Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of any applicable federal or state securities law, rule or regulation. (h) The Option may be exercised for less than the total number of Shares for which the Option is fully exercised and then exercisable, provided that a partial exercise may not be for less than 100 Shares, except in the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision final year of the Term, and shall incur no liability to the Optionee or not, in any other person as a result of so acting in such administrationevent, include any fractional Shares.

Method of Exercise. (a) Stock purchased under the Option shall at the time of exercise be paid in full. The Option shall may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares shares with respect to which the Option is being exercised. Such written notice , and the time of the delivery thereof, which time shall be signed by at least five business days after the giving of such notice unless an earlier date shall have been mutually agreed upon. At the time specified in such notice, the Company shall, without transfer or issue tax to the Optionee and (or other person entitled to exercise the Option), deliver to the Optionee (or other person entitled to exercise the Option) at the main office of the Company, or such other place as shall be delivered mutually acceptable, a certificate or certificates for such shares (as the number of such shares may be reduced subject to the Company’s Human Resources Departmentsubsection (c) below) out of theretofore authorized but unissued shares or reacquired shares of its common stock, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by elect, against payment of the Option price in full for the number of shares to be delivered by certified or bank cashier's check or the equivalent thereof acceptable to the Company (including, but not limited to, shares of capital stock of the Exercise Price Company); provided, however, that the time of such delivery may be postponed by the Company for the Shares being acquired and such period as may be required for it with reasonable diligence to comply with any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the listing requirements of any stock exchange national securities exchange. If the Optionee (or inter-dealer quotation system upon which other person entitled to exercise the shares Option) fails to accept delivery of and pay for all or any part of the Company’s common stock may then be listed or quoted. Assuming number of shares specified in such compliancenotice upon tender of delivery thereof, the Shares shall be considered transferred his right to the Optionee on the date on which exercise the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder undelivered shares may be terminated by the Board. (b) Promptly upon receipt of the Company written notice provided for in subsection (a) above, the Board shall, with respect the assistance of appropriate employees of the Company, determine if any portion of such intended exercise (the "Disallowance Portion") may reasonably be expected to any such Shares until and unless there is issued a stock certificate to result in receipt of compensation by the Optionee for as to which the Company will not be allowed to claim a deduction in respect of the Company's taxable year during which such Shares or exercise occurs, when the Shares are otherwise transferred amount of remuneration attributable to such exercise is taken together with the Optionee. In 's base salary and the event that a portion reasonably likely cash and stock bonuses payable to him in respect of the Option does not qualify as an ISO as a result of application of such taxable year, pursuant to Section 422(d162(m) of the CodeInternal Revenue Code of 1986, as amended, and the regulations thereunder. (c) The Board shall promptly notify the Optionee of its determination as to the Disallowance Portion, and, subject to subsection (d) below, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation contemplated by the Company, the Optionee written notice in subsection (a) shall be deemed to exercise be reduced by the ISO portion number of shares in the Option first until such portion is fully exercised and then Disallowance Portion. (d) Notwithstanding the Nonstatutory Option portion. The Company foregoing, in the event of a Change in Control (as defined in Section 2(b), the Disallowance Portion shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability be deemed to the Optionee or any other person as a result of so acting in such administrationbe zero (0) shares.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(dmay be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised shall remain vested and then exercisable by the Nonstatutory Option portion. The Company Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall use its best efforts pass by will or by the laws of descent and reasonable discretion in administering this provision and shall incur no liability distribution as the case may be, to the Optionee extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any other person as a result of so acting in such administrationOption evidenced by this Agreement, the Participant shall execute the Stockholders Agreement.

Method of Exercise. The Option shall be exercisable by written notice which shall state (i) Subject to Section 3(a), the election to exercise some or all of the then-exercisable vested portion of an Option may be exercised in accordance with the Option, and shall specify exercise process established by the number of Shares Company; provided that such portion may be exercised with respect to which whole Shares only. At the time of exercise, the Participant must pay the Option is being exercisedPrice in full. Such written notice shall The payment of the Option Price may be signed made at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Optionee and shall be delivered Committee, in Shares having a Fair Market Value equal to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period, if any, as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time and if the Committee has authorized or established any applicable payroll withholding taxes as specified in Section 4(d) below. No required plan or program, through the delivery of irrevocable instructions to a broker to sell Shares will be issued pursuant to obtained upon the exercise of an Option unless and to deliver promptly to the Company an amount out of the proceeds of such issuance and sale equal to the aggregate Option Price for the Shares being purchased. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such exercise shall comply with all relevant provisions Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of law and the Plan and or this Agreement to the requirements contrary, the Options may not be exercised prior to the completion of any stock registration or qualification of the Options or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or inter-dealer quotation system upon which the shares of advisable. (iii) Upon the Company’s common stock may then be listed or quoted. Assuming such compliancedetermination that an Option has been validly exercised as to any of the Shares, the Company shall issue a certificate or certificates in the Participant’s name for such Shares; provided that the Committee may determine instead that such Shares shall be considered transferred evidenced by book-entry registration. However, the Company shall not be liable to the Optionee on Participant for damages relating to any delays in issuing any such certificates to the date on which Participant or in making an appropriate book entry, any loss of any such certificates, or any mistakes or errors in the Option is exercised with respect to issuance of such Shares. An Optionee shall have no rights as a shareholder certificates, in such certificates themselves or in the making of the book entry; provided that the Company with respect to shall correct any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. errors caused by it. (iv) In the event that a of the Participant’s death, the vested portion of the Option does not qualify Options shall remain exercisable by the Participant’s executor or administrator, or the Person or Persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as an ISO as a result of application of the case may be, to the extent set forth in Section 422(d) 3(a). Any heir or legatee of the Code, the Optionee may designate Participant shall take rights herein granted subject to the Company in writing at the time of the exercise of the Option whether terms and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationconditions hereof.

Method of Exercise. The Stock Option shall may be exercisable exercised by the Optionee from time to time by delivering written notice which shall state to the election to exercise some or all of Company (in the then-exercisable portion of the Option, and shall specify form attached hereto as Exhibit A) stating the number of Shares with respect to which the Stock Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price purchase price for the number of Shares being acquired and any applicable payroll withholding taxes as specified exercised. Payment of the purchase price, in Section 4(dwhole or in part, may be made (A) below. No Shares will be issued pursuant in cash or by certified or cashier's check payable to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares order of the Company’s common stock may then be listed or quoted. Assuming such compliance, (B) in the Shares shall be considered transferred form of unrestricted Stock (if held for at least six 6 months) already owned by the Optionee, (C) by cancellation of any indebtedness owed by the Company to the Optionee Optionee, (D) through the surrender of shares of Stock then issuable upon exercise of the Stock Option having a Fair Market Value on the date on which of exercise thereof equal to the aggregate exercise price of the Stock Option is exercised with respect to such Sharesor portion thereof, or (E) by any combination of the foregoing. An Optionee shall have no rights as a shareholder If requested by the Board of Directors of the Company with respect to any such Shares until and unless there is issued a stock certificate or the Committee, prior to the Optionee for such Shares delivery of any Shares, the Optionee, or any other person entitled to exercise the Stock Option, shall supply the Board of Directors of the Company or the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise transferred disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codecomply, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if anyshall, without transfer or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability issue tax to the Optionee or any other person entitled to exercise the Stock Option, deliver to the Optionee or such other person, at the main office of the Company or such other place as shall be mutually acceptable, a result certificate or certificates for the shares being exercised. The Optionee may exercise the Stock Option for less than the total number of so acting Shares for which the Stock Option is exercisable, provided that a partial exercise may not (i) be for less than 100 shares, except in such administrationthe final year of the Stock Option, and (ii) include any fractional shares.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(d) below. No may be imposed by the Committee; provided that such Shares will be issued pursuant to have been held by the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and Participant for at least the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of minimum period, if any, required by the Company’s common stock may then be listed or quoted. Assuming such complianceaccountants to avoid an adverse accounting impact on the Company under generally accepted accounting principles, (C) if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised shall remain vested and then exercisable by the Nonstatutory Option portion. The Company Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall use its best efforts pass by will or by the laws of descent and reasonable discretion in administering this provision and shall incur no liability distribution as the case may be, to the Optionee extent set forth in Section 4(a) of this Agreement. Any heir or any other person as a result legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election (i) Subject to exercise some or all Section 4(a) of this Agreement and Section 7(d) of the then-exercisable portion Plan, the Vested Portion of an Option may be exercised by delivery of written or electronic notice of exercise to the OptionCompany, and shall specify specifying the number of Shares with respect to for which the Option is being exercised, and accompanied by payment of the aggregate Exercise Price in respect of such Shares. Such written notice The Exercise Price shall be signed payable (A) in cash or cash equivalent (e.g., by check), in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised; provided, that such shares of Common Stock are not subject to any pledge or other security interest and that such Shares have been held by the Optionee and shall be delivered to the Company’s Human Resources Department, Participant for no less than six months (or to their designated agent, at such place and in such manner other period as the Company may specify established from time to time. Such written notice must be accompanied time by payment the Committee in full of the Exercise Price order to avoid adverse accounting treatment applying generally accepted accounting principles); (B) partly in cash and partly in such Shares; (C) if there is a public market for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming Common Stock at such compliancetime, the Shares shall be considered transferred by means of a broker-assisted “cashless exercise” pursuant to the Optionee on the date on which the Option Company is exercised with respect delivered a copy of irrevocable instructions to such Shares. An Optionee shall have no rights as a shareholder stockbroker to sell the shares of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are Common Stock otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of deliverable upon the exercise of the Option whether and to what deliver promptly to the Company an amount equal to the Exercise Price; or (D) through a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay the Exercise Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Optionee is exercising an ISO portion Participant shall take rights herein granted subject to the terms and conditions hereof, and any exercise of the Option if any, pursuant to this Section 4(b) by any person or a Nonstatutory Option portion. In default persons other than the Participant shall be accompanied by appropriate proof of timely receipt the right of such written designation by the Company, the Optionee shall be deemed person or persons to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The (a) To the extent that the Option shall has become exercisable hereunder, the Option may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price purchase price therefor (determined prior to any reduction required by Section 3 above). Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier's check payable to the order of the Company, (iii) in other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee's sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being acquired and any applicable payroll withholding taxes purchased (as specified in Section 4(d) below. No Shares will be issued reduced, if required, pursuant to Section 3 above). (b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of an Option unless exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such issuance certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and such exercise shall comply with all relevant provisions warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of law liens and the Plan and the requirements encumbrances. The value of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, Common Stock so tendered in payment for the Shares being purchased shall be considered transferred to the Optionee their Fair Market Value Per Share on the date on which of the Optionee's notice of exercise. (c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise price per share of such option(s). The Company and the Optionee or other person entitled to exercise the Option is exercised with respect shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such Shares. An Optionee shall have no rights as a shareholder an exercise of the Company with respect to Option. (d) If for any such Shares until and unless there is issued reason a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the purported exercise of the Option whether and providing for payment to what extent be made in whole or in part through the Optionee delivery of shares of Common Stock already owned or underlying vested stock options is exercising an ISO portion of rejected by the Option if anyCommittee or is otherwise not permitted, or a Nonstatutory Option portion. In default of timely receipt of such written designation by purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee shall be deemed or other person entitled to exercise the ISO portion Option promptly pays the exercise price in an acceptable form. (e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its sole discretion, the Optionee's notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased (as reduced, if required, pursuant to Section 3 above) to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option. (f) For purposes hereof, the “Fair Market Value Per Share” of the Company's Common Stock shall mean (i) if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on the date in question or, if not available, on the trading date immediately following such date or (ii) if the Common Stock is not publicly traded, the fair market value as determined by the Committee in accordance with Section 409A of the Internal Revenue Code and Treasury Regulations thereunder (“Section 409A”). (g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option first until or the delivery of the Shares for such portion is fully exercised and then period as may be required for the Nonstatutory Option portionCompany with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. The Company shall use its best efforts and reasonable discretion In addition, in administering this provision and shall incur no liability to connection with any exercise of the Option, the Committee may require the Optionee or any other person as entitled to exercise the Option to agree not to dispose of any of the Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of any applicable federal or state securities law, rule or regulation. (h) The Option may be exercised for less than the total number of Shares for which the Option is then exercisable, provided that a result partial exercise may not be for less than 100 Shares, except in the final year of so acting the term of the Option, and shall not, in such administrationany event, include any fractional Shares.

Method of Exercise. (a) The Option shall may be exercisable exercised only by delivering written notice which shall state to the election to exercise some or all Treasurer of the then-exercisable portion Company. Contemporaneously with such delivery, the Optionee shall tender the full purchase price of the Option, and shall specify Shares by any of the number following methods or combination thereof: (i) A certified or cashier’s check payable to the order of the Company; (ii) Certificates of Shares with respect to which of the Option is being exercised. Such written notice shall be signed Company that have been held by the Optionee and for at least (6) six months (or such longer period as may be required to avoid a charge to earnings for financial reporting purposes) that have a fair market value equal to such purchase price or the portion thereof so paid on the date of exercise, or delivery by the Optionee of a written attestation of the same; and/or (iii) A copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of Shares equal to the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to this subparagraph (a)(iii) shall be delivered subject to compliance with federal and state securities laws and trading policies established by the Company and applicable to the Company’s Human Resources DepartmentOptionee. (b) In addition to tendering payment, (i) the Optionee shall be required to execute a Restricted Stock Purchase Agreement substantially in the form of Exhibit A hereto, if the Optionee purchased Restricted Shares; and (ii) the Optionee (or the purchaser under paragraph 7 below) shall furnish such other documents or representations (including, without limitation, representations as to the intention of the Optionee, or the purchaser under paragraph 7 below, to their designated agent, at such place and in such manner acquire Shares for investment) as the Company may specify from time reasonably request in order to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any comply with securities, tax or other laws then applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The (i) Subject to Section 3(b), the Option shall may be exercisable exercised by written notice which shall state delivering to the election Company at its principal office the Exercise Notice attached hereto as Exhibit B, together with proof that the Participant has obtained from the Nevada Gaming Authorities all licenses or approvals necessary to exercise some or all the Option and to hold the Shares. Within five (5) business days of the then-exercisable portion delivery of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written such notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or the Participant shall deliver to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by at its principal office payment in full of the Exercise Price if he wishes to exercise the Option. Upon receipt by the Company of the Exercise Price the Option will be deemed exercised. The payment of the Exercise Price may be made-- (A) in cash, or its equivalent; or (B) if there shall be a public market for the Shares, by exchanging Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to owned by the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and Participant (which are not the Plan and the requirements subject of any stock exchange pledge or inter-dealer quotation system upon other security interest and which have been owned by the shares Participant for at least 6 months), subject to receipt of any necessary licenses or approvals from the Nevada Gaming Authorities and subject to such rules as may be established by the Company’s common stock may then be listed or quoted. Assuming such compliance, through delivery of irrevocable instructions to a broker to sell the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate exercise price; or (C) by the delivery of a promissory note and pledge agreement of the Option if anyParticipant in the form attached hereto as Exhibits C (the "Note") and D (the "Pledge Agreement") providing for payment, or with interest on the unpaid balance accruing at a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion fair market rate as of the Option first until date of exercise, which the parties understand shall mean the "Applicable Federal Rate" as such portion term is fully exercised used in Code section 7872 unless, based upon the financial position and then credit worthiness of the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to Participant, a higher rate is appropriate, upon the Optionee or any other person as earlier of: (I) 90 days after a result of so acting in such administration.demand for repayment; or (II) the later of:

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (C) partly in writing cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a Nonstatutory condition to the exercise of any Option portion. In default evidenced by this Agreement, the Participant agrees to hold, for a period of timely receipt twelve (12) months following the date of such written designation exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Company, Participant multiplied by (2) fifty percent (50%) of the Optionee excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall be deemed terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the ISO portion first anniversary of the Option first until such portion is fully exercised and then date of termination of the Nonstatutory Option portion. The Participant’s Employment with the Company shall use or its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationAffiliates.

Method of Exercise. The Option shall may be exercisable exercised, to the extent it is exercisable, by the Optionee's delivery to the Company of written notice which shall state of exercise on any business day, at the election Company's principal office, addressed to exercise some or all the attention of the then-exercisable portion of the Option, and Committee. Such notice shall specify the number of Shares shares of Stock with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued shares purchased pursuant to the exercise of an the Option unless such issuance shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Stock, which shares, if acquired from the Company, shall have been held by the Optionee for at least six months and such which shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) by a combination of the methods described in (i) and (ii). If the Stock is publicly traded, payment in full of the Option Price need not accompany the written notice of exercise shall comply with all relevant provisions provided that the notice of law and exercise directs that the Plan and the requirements of any stock exchange certificate or inter-dealer quotation system upon which certificates for the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on Stock for which the Option is exercised with respect be delivered to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate licensed broker acceptable to the Company in writing as the agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option whether and plus the amount (if any) of federal and/or other taxes which the Company may in its judgment, be required to what extent withhold with respect to the Optionee is exercising an ISO portion exercise of the Option if any, or a Nonstatutory Option portionOption. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed An attempt to exercise the ISO portion Option other than as set forth above shall be invalid and of no force and effect. An individual holding or exercising an Option shall have none of the Option first until such portion is fully exercised and then rights of a stockholder (for example, the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability right to receive cash or dividend payments or distributions attributable to the Optionee subject shares of Stock or any to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in SECTION 10 hereof, no adjustment shall be made for dividends, distributions or other person as a result rights for which the record date is prior to the date of so acting in such administrationissuance.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(dmay be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations. (iii) Upon the Company’s determination that an Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the CompanyParticipant of the certificates. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to exercise whom the ISO portion Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company Participant shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability take rights herein granted subject to the Optionee or terms and conditions hereof. (v) As a condition to the exercise of any other person as a result of so acting Option evidenced by this Agreement, the Participant shall execute the Stockholders Agreement, if then in such administrationeffect.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election (i) Subject to exercise some or all Section 6(c) of the then-exercisable Plan, the vested portion of the OptionOption may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, and the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price. The payment of the Option Price for may be made at the election of the Participant (i) in cash, (ii) in the discretion of the Committee, by the delivery of Shares being acquired then owned by the Participant, (iii) in the discretion of the Committee, by directing the Company to withhold Shares otherwise deliverable upon exercise to satisfy the exercise price, (iv) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the Xxxxxxxx-Xxxxx Act of 2002), or (v) by any other method the Committee may prescribe that it determines to be consistent with applicable law and any applicable payroll withholding taxes as specified the purpose of the Plan, including, without limitation, in Section 4(d) below. No Shares will be issued pursuant to lieu of the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions by delivery of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may Shares then be listed or quoted. Assuming such complianceowned by a Participant, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of providing the Company with respect to any such Shares until and unless there is issued a stock certificate notarized statement attesting to the Optionee for such number of Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codeowned, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation where upon verification by the Company, the Optionee Company would issue to the Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be deemed exercised prior to exercise the ISO completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the vested portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 3(a). Any heir or any other person as a result legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. (i) Subject to Section 5(a), the Vested Portion may be exercised by delivering to the Company at its principal office written notice of intent to so exercise. The Option shall may be exercisable by written notice which shall state the election to exercise some exercised in whole or all of the then-exercisable portion of the Optionin part, and shall specify the number of Shares with respect to which the Option is being exercisedwhole Shares only. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system purchased upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether shall be paid for in full at the time of purchase. Such payments shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) by withholding Shares otherwise issuable in connection with the exercise of the Option, or (v) a combination of any of the foregoing, in accordance with procedures to be established by the Committee. Shares used as payment of the Exercise Price shall be valued at their Fair Market Value determined on the date of exercise, or if such date is not a business day, as of the close of the business day immediately preceding such date. (ii) Notwithstanding any other provision of this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to what extent be necessary or advisable. (iii) Upon the Optionee is exercising Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue to the Participant such Shares within ten (10) days following such determination. Such Shares may be delivered to the Participant either by book-entry registration or in the form of a certificate or certificates, registered in the Participant’s name or in the names of the Participant’s legal representatives, beneficiaries or heirs, as applicable. In its sole discretion, the Committee may provide that the Shares to be issued upon an ISO Option’s exercise shall be in the form of Restricted Stock or other similar securities. The Participant shall have no further rights with regard to the exercised portion of the Option if any, or a Nonstatutory Option portion. once the underlying Shares have been delivered to the Participant. (iv) In default the event of timely receipt of such written designation by the CompanyParticipant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by shall or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 5(a). Any of the Participant’s heirs or any other person as a result of so acting in such administrationlegatees shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. (a) The Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state the election of intent so to exercise some or all of the then-exercisable portion of the Option, and exercise. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by exercised (the Optionee “Purchased Shares”) and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price in cash or by check or wire transfer; provided, however, that with the written consent of the Committee (which consent may be withheld for any or no reason), payment of such aggregate exercise price may instead be made, in whole or in part, by (A) the delivery to the Company of a certificate or certificates representing Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of such exercise), or (B) by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate exercise price in respect of the Purchased Shares, provided that the Company is not then prohibited from purchasing or acquiring such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the Plan or this Agreement. (b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise and prior to the completion of the exercise, the Participant will be required to affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee. (c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. Such certificates will be held by the Company on behalf of the Participant until such time as the Shares represented by such certificates are transferred as permitted by the Stockholders Agreement. (d) In the event of the Participant’s death or Disability, the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, for the Shares being acquired and any applicable payroll withholding taxes as specified period set forth in Section 4(d2(e) below(and the term “Participant” shall be deemed to include such heir or legatee). No Shares will be issued pursuant Any such heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (e) In consideration of the grant of this Option, the Participant agrees that, as a condition to the exercise of an any option to purchase Shares (whether this Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of or any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceother option), the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised Participant shall, with respect to such Shares. An Optionee shall , have no rights as become a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate party to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationStockholders Agreement.

Method of Exercise. The Stock Option shall may be exercisable exercised, in whole or in part, to the extent vested, at any time during the Option Term by giving written notice which shall state of exercise to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company specifying the number of Shares with respect shares of Common Stock subject to which the Stock Option is being exercisedto be purchased. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price for by certified or bank check or such other instrument as the Shares being acquired and any applicable payroll withholding taxes Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned by the Participant of the same class as specified in Section 4(d) below. No Shares will be issued pursuant the Common Stock subject to the exercise of an Stock Option unless such issuance and such exercise shall comply with all relevant provisions of law and (based on the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares Fair Market Value of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee Common Stock on the date on which the Stock Option is exercised with respect to exercised); provided, however, that such Shares. An Optionee shall already owned shares have no rights as a shareholder of been held by the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee Participant for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at least six months at the time of exercise or were purchased on the open market. If approved by the Committee, to the extent permitted by applicable law, payment in full or in part may also be made by delivering a properly executed exercise notice 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 Option Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. No shares of Common Stock shall be delivered until full payment therefor has been made. Except as otherwise provided in Section 5(m) of the Option whether and to what extent Plan, the Optionee is exercising an ISO portion Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if anyapplicable, or a Nonstatutory Option portionthe right to vote the shares and the right to receive dividends), when the Participant has given written notice of exercise, has paid in full for such shares and, if requested by the Company, has given the representation described in Section 15(a) of the Plan. In default of timely As promptly as practicable after receipt of such written designation notice of exercise, payment in full of the Option Price and receipt of Participant’s representation as described in Section 15(a) of the Plan, if such representation is requested by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability deliver to the Optionee Participant certificates for the number of shares with respect to which the Stock Option has been so exercised, issued in the Participant’s name or any such other person name as a result of so acting in such administrationParticipant directs.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; (C) partly in writing cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portion. In default has been validly exercised as to any of timely receipt the Shares, the Company shall issue certificates in the Participant’s name for such Shares or register the Participant’s ownership of such written designation Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the ISO portion first anniversary of the Option first until such portion is fully exercised and then date of termination of the Nonstatutory Option portion. The Participant’s Employment with the Company shall use or its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationAffiliates.

Method of Exercise. The Option option shall be exercisable exercised by written notice which shall state directed to the election to exercise some or all Board of Directors of the then-exercisable portion Corporation, at the Corporation's principal place of business, accompanied by check (or other form of payment acceptable to the Corporation) in payment of the Option, and shall specify option price for the number of Shares shares specified and paid for. The Corporation shall make immediate delivery of such shares, provided that if any law or regulation requires the Corporation to take any action with respect to which the Option is being exercised. Such written shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be signed extended for the period necessary to take such action. Provided, the Optionee agrees to pay to the Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in connection with this option, or the Optionee's exercise thereof; and the Corporation shall have the right, without the Optionee's prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of common stock that would otherwise be transferred and delivered to the Optionee, with any shares so withheld to be valued at the fair market value on the date of such withholding as determined by the Corporation pursuant to the Plan. The purchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in the alternative, the Optionee, with the prior written consent of the Corporation, may pay the purchase price in shares of common stock of the Corporation transferred and surrendered by the Optionee and to the Corporation, or any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by check shall be delivered subject to any conditions, rules, regulations, and procedures which the Company’s Human Resources DepartmentCorporation may adopt or prescribe, or to their designated agent, at such place and in such manner which shall be effective as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred this option to the Optionee on extent provided therein, without regard to the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder form of the Company payment otherwise allowed or authorized with respect to any such Shares until and unless there is issued a stock certificate to other option or participant under the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationPlan.

Method of Exercise. The (a) A Vested Option shall may be exercisable exercised, in whole or in part, by written delivering to the Corporation at its registered office an executed exercise notice which in the form set out in Schedule A hereto (the “Option Exercise Notice”) or by such other form or means as the Board may permit or require (including via electronic means). This notice shall state the election intention of the Participant or the Participant’s legal personal representative to exercise some or all of the then-exercisable portion of the Option, said Options and shall specify the number of Shares with in respect to of which the Option is Options are then being exercised. Such written notice shall be signed by exercised (the Optionee “Exercised Shares”) and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price under the Options which are the subject of the exercise. Upon exercise of the Option by the Participant and prior to the delivery of such Exercised Shares, the Corporation shall have the right to require the Participant to satisfy applicable federal, provincial, state or local income tax withholding requirements and the Participant’s share of other applicable statutory withholdings in a method satisfactory to the Corporation. (b) The Participant may satisfy payment of the Exercise Price and/or the applicable statutory withholding for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dOptions which are the subject of the Option Exercise Notice (i) below. No Shares will be issued pursuant through the delivery of cash, wire, other method of payment acceptable to the exercise of an Corporation, (ii) by the Participant delivering to the Corporation a properly executed Option unless such issuance Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Corporation cash or a check payable and such exercise acceptable to the Corporation to pay the aggregate Exercise Price and/or statutory withholding amount, provided that in the event the Participant chooses to pay the aggregate Exercise Price as so provided, the Participant and the broker shall comply with all relevant provisions such procedures and enter into such agreements of law indemnity and other agreements as the Plan Corporation shall prescribe as a condition of such payment procedure, or (iii) a combination of (i) and (ii) above. (c) Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under Canadian securities laws, U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or inter-dealer quotation system upon on which the shares of the Company’s common stock may then be Shares are listed or quoted. Assuming , and the applicable laws of any foreign country or jurisdiction; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee Participant on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option shall be exercisable by written notice which shall state (a) Subject to the provisions of the Series A Warrants and this Agreement, the Holder of a Series A Warrant may exercise such Holder's right to purchase the Warrant Shares, in whole or in part, by: (x) in the case of persons who hold Book-Entry Warrants, providing an exercise form for the election to exercise some or all such Series A Warrant (“Exercise Form”) substantially in the form of Exhibit B-1 hereto, properly completed and executed by the Registered Holder thereof, together with payment of the thenExercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-exercisable portion entry facilities of the OptionDepositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder's broker) to its broker, properly completed and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed executed by the Optionee and shall be delivered to the Company’s Human Resources DepartmentBeneficial Holder thereof, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price in accordance with Section 4.4(a). (b) Series A Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or bank cashier's check payable to the order of the Company (or as otherwise agreed to by the Company), in lawful money of the United States of America, of the full Exercise Price for the number of Warrant Shares specified in the Exercise Form (which shall be equal to the Exercise Price multiplied by the number of Warrant Shares in respect of which any Series A Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Series A Warrants and the exchange of Series A Warrants for Warrant Shares (the “Exercise Amount”). (c) Any exercise of a Series A Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (d) The Warrant Agent shall: (i) examine all Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Series A Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and the delivery of the Series A Warrants to the Warrant Agent's account; (iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Series A Warrants exercised in accordance with the terms and conditions of this Agreement, (B) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and (v) subject to Warrant Shares being acquired made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (e) The Company reserves the right to reasonably reject any applicable payroll withholding taxes as specified and all Exercise Forms not in Section 4(d) belowproper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. No Shares will Such determination by the Company shall be issued pursuant final and binding on the Holders of the Series A Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of an Option unless such issuance and such exercise shall comply Series A Warrants or defects in Exercise Forms with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect regard to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the particular exercise of the Option whether and Series A Warrants. Neither the Company nor the Warrant Agent shall be under any duty to what extent give notice to the Optionee is exercising an ISO portion Holders of the Option if anySeries A Warrants of any irregularities in any exercise of Series A Warrants, or a Nonstatutory Option portion. In default of timely receipt of nor shall it incur any liability for the failure to give such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationnotice.

Method of Exercise. (a) The Option shall may be exercisable exercised only by delivering written notice which shall state to the election to exercise some or all Treasurer of the then-exercisable portion Company. Contemporaneously with such delivery, the Optionee shall tender the full purchase price of the Option, and shall specify Shares by any of the number following methods or combination thereof: (i) A certified or cashier's check payable to the order of the Company; (ii) Certificates of Shares with respect to which of the Option is being exercised. Such written notice shall be signed Company that have been held by the Optionee and for at least (6) six months (or such longer period as may be required to avoid a charge to earnings for financial reporting purposes) that have a fair market value equal to such purchase price or the portion thereof so paid on the date of exercise, or delivery by the Optionee of a written attestation of the same; and/or (iii) A copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of Shares equal to the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to this subparagraph (a)(iii) shall be delivered subject to compliance with federal and state securities laws and trading policies established by the Company and applicable to the Company’s Human Resources DepartmentOptionee. (b) In addition to tendering payment, (i) the Optionee shall be required to execute a Restricted Stock Purchase Agreement substantially in the form of Exhibit A hereto, if the Optionee purchased Restricted Shares; and (ii) the Optionee (or the purchaser under paragraph 7 below) shall furnish such other documents or representations (including, without limitation, representations as to the intention of the Optionee, or the purchaser under paragraph 7 below, to their designated agent, at such place and in such manner acquire Shares for investment) as the Company may specify from time reasonably request in order to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any comply with securities, tax or other laws then applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The Option shall be exercisable by written notice which shall state Subject to the election to exercise some or all limitations of the then-exercisable portion Plan and this Agreement, the Participant may, at any time during the Option Period described in Section 2 hereof, exercise his or her right to purchase all or any part of the Option, and shall specify the number of Shares with respect to which the Option is being exercisedrelates; PROVIDED, HOWEVER, that the minimum number of Shares which may be purchased at any time shall be 100, or, if less, the total number of Shares relating to the Option which remain unpurchased. Such The Participant shall exercise the Option to purchase Shares by: (a) giving written notice to the Committee, in the form attached hereto as Appendix B; and (b) delivering to the Committee full payment of the Exercise Price per Share for the Shares to be purchased in one of the methods described below. The date of exercise shall be signed by the Optionee and earliest date practicable following the date the requirements of this Section 5 have been satisfied. Payment shall be delivered to the Company’s Human Resources Departmentmade in full in cash (by certified or bank check, or to their designated agent, at such place and in such manner other instrument as the Company may specify from time accept, made payable to time. Such written notice must be accompanied the order of Warwick Community Bancorp, Inc.) or by payment in full one or more of the following: (i) in the form of Shares already owned by the Participant, duly endorsed for transfer and with all necessary stock transfer tax stamps attached, having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price for to be paid; (ii) by delivering a properly executed exercise notice 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 to pay the purchase price; or (iii) by any combination of (i) and (ii). If this Option qualifies as an incentive stock option, the Participant shall not, without the prior written approval of the Committee, dispose of the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an the Option unless such issuance and such exercise shall comply with all relevant provisions until after the later of law and (i) the Plan and the requirements second anniversary of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder incentive stock option was granted, or (ii) the first anniversary of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or date on which the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationwere acquired.

Method of Exercise. The Option NSO shall be exercisable by a written notice which shall shall: i. state the election to exercise some or all of the then-exercisable portion of the OptionNSO, and shall specify the number of Shares shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, her address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such person); ii. contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock, acquired by exercise of the NSO, as may be satisfactory to the Company’s counsel; iii. be signed by the person or persons entitled to the NSO and, if the NSO is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the NSO; and iv. be in writing and delivered in person or by certified mail to the Board of Directors of the Company. Payment of the purchase price of any shares with respect to which the Option NSO is being exercised. Such written notice exercised shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Departmentcheck, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full means of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant surrender of shares of Common Stock previously held by Optionee, having a fair market value equal to the exercise price. The certificate or certificates for shares of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon Common Stock as to which the shares NSO shall be exercised shall be registered in the name of the Company’s common stock person or persons exercising the NSO unless another person is specified pursuant to (b)(i) above. The NSO hereunder may then not at any time be listed or quotedexercised for a fractional number of shares. Assuming such compliance, The exercise of the Shares NSO shall be considered transferred to in no event restricted by the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event fact that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO some portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationpreviously granted incentive stock option remains outstanding.

Method of Exercise. The (i) Subject to Section 3(a), the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; PROVIDED that, the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price for may be made in cash, or its equivalent, or (x) by exchanging Shares owned by the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to Participant (which are not the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements subject of any stock exchange pledge or inter-dealer quotation system upon other security interest and which have been owned by the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceParticipant for at least 6 months), the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect (y) subject to such Shares. An Optionee shall have no rights rules as may be reasonably established by the Committee, through delivery of irrevocable instructions to a shareholder of the Company with respect broker to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that sell a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO amount equal to the aggregate exercise price of the portion of the Option so exercised or (z) by the promissory note and agreement of the Participant providing for the payment with interest of the unpaid balance accruing at a rate not less than needed to avoid the imputation of income under Code section 7872 and upon such terms and conditions (including the furnishing of security, if anyany therefor) as the Committee may determine, or by a Nonstatutory Option portion. In default combination of timely receipt the foregoing. (ii) Notwithstanding any other provision of such written designation by the CompanyPlan or this Agreement to the contrary, the Optionee shall Option may not be deemed exercised prior to exercise the ISO portion completion of any registration or qualification of the Option first until such portion is fully or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company's determination that the Option has been validly exercised and then as to any of the Nonstatutory Option portion. The Shares, the Company shall use its best efforts and reasonable discretion issue certificates in administering this provision and the Participant's name for such Shares. However, the Company shall incur no liability not be liable to the Optionee Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any other mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant's death, the Option shall remain exercisable by the Participant's executor or administrator, or the person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of descent and distribution as a result the case may be, to the extent set forth in Section 3(a). Any heir or legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. The Option NSO shall be exercisable by a written notice notice, which shall shall: i. state the election to exercise some or all of the then-exercisable portion of the OptionNSO, and shall specify the number of Shares shares in respect of which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, her address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such person); ii. contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock, acquired by exercise of the NSO, as may be satisfactory to the Company’s counsel; iii. be signed by the person or persons entitled to the NSO and, if the NSO is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the NSO; and iv. be in writing and delivered in person or by certified mail to the Board of Directors of the Company. Payment of the purchase price of any shares with respect to which the Option NSO is being exercised. Such written notice exercised shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Departmentcheck, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full means of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant surrender of shares of Common Stock previously held by Optionee, having a fair market value equal to the exercise price. The certificate or certificates for shares of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon Common Stock as to which the shares NSO shall be exercised shall be registered in the name of the Company’s common stock person or persons exercising the NSO unless another person is specified pursuant to (b)(i) above. The NSO hereunder may then not at any time be listed or quotedexercised for a fractional number of shares. Assuming such compliance, The exercise of the Shares NSO shall be considered transferred to in no event restricted by the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event fact that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO some portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationpreviously granted incentive stock option remains outstanding.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election to To exercise some or all of the then-exercisable portion of the Option, and Employee must (a) give written notice to the Vice President, Shared Services: HR Financial Services or other designee of the Company, which notice shall specify specifically refer to this Agreement, state the number of Shares with respect shares of Stock as to which the Option is being exercised. Such written notice shall , state whether the Employee wishes the shares of Stock to be in his or her name or jointly in the names of the Employee and the Employee’s spouse (and if so, the spouse’s name), and be signed by the Optionee Employee, and shall be delivered (b) pay in full to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price of the Option for the number of Shares being acquired and any applicable payroll withholding taxes purchased either (i) in cash (including by check), payable in United States dollars, (ii), by delivery of a number of whole Shares already owned by Employee having a fair market value, determined as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised exercised, equal to (but not in excess of) all or the part of the aggregate Exercise Price being paid in this way, or (iii) in any other manner then permitted by the Committee. The value of any fractional share shall be paid in cash. Once Employee gives notice of exercise, such notice may not be revoked. When Employee exercises the Option, or part thereof, the Company will transfer shares of Stock (or make a non-certificated credit) to Employee’s brokerage account at a designated securities brokerage firm or otherwise deliver shares of Stock to Employee. No Employee or Beneficiary shall have at any time any rights with respect to such Shares. An Optionee shall have no rights as a shareholder shares of Stock covered by the Company with respect to any such Shares until and unless there is issued a stock certificate Option prior to the Optionee valid exercise and full payment for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codeshares, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee no adjustment shall be deemed made for dividends or other rights for which the record date is prior to such valid exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationpayment.

Method of Exercise. The Option, or any part of it, shall be exercised by written notice directed to the President, Chief Financial Officer or Secretary of the Company at the Company’s principal office in Allegan, Michigan, or by using some other notification permitted by the Company. Such notice must satisfy the following requirements and when applicable, in accordance with the requirements of Section 102: (a) The notice must state the Grant Date, the number of shares of Common Stock subject to the Option, the number of shares of Common Stock with respect to which Option is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered and the person’s address and tax identification number (or if more than one person, the names, addresses and tax identification numbers of such persons). (b) The notice shall be accompanied by check, bank draft, money order or other cash payment, or by delivery of a certificate or certificates, properly endorsed, for shares of Common Stock that you have held for at least six months and that are equivalent in Fair Market Value on the date of exercise to the Option Price (or any combination of cash and shares), in full payment of the Option Price for the number of shares specified in the notice. (c) The notice must be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than you, be accompanied by proof, satisfactory to the Committee, of the right of such person or persons to exercise the Option. (d) The Company may implement procedures for the electronic exercise of this Option, in which case the vested portion of this Option shall be exercisable by written notice which shall state the election to in accordance with such procedures. The exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares may be with respect to which any one or more shares of Common Stock covered by the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered (to the Company’s Human Resources Departmentextent vested), reserving the remainder for a subsequent timely exercise. The Company shall make prompt delivery of such shares; provided that if any law or to their designated agent, at such place and in such manner as regulation requires the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and take any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised action with respect to such Shares. An Optionee shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action; and provided further that the Company shall have no rights as a shareholder of the Company with respect obligation to deliver any such Shares certificate unless and until and unless there is issued a stock certificate appropriate provision has been made for any withholding taxes in respect of such exercise. At the time or times you wish to exercise the Option in whole or part, please refer to the Optionee for such Shares or above provisions dealing with the Shares are otherwise transferred to the Optionee. In the event that a portion methods and formality of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent execute the Optionee is exercising an ISO portion proper Notice of the Exercise of Stock Option if any, or a Nonstatutory Option portion. In default and Record of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationStock Transfer.

Method of Exercise. The This Option shall be exercisable exercisable, in whole or in part (but not for fractional shares), during its term by written notice delivered to the Company at the address specified in Section 11 hereof, which notice shall state the Optionee's election to exercise some or all of the then-exercisable portion of the Option, this Option and shall specify the number of full Shares with in respect to which the this Option is being exercised. Such The written exercise notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price multiplied by the number of Shares for which this Option is being exercised. Payment of the Shares being acquired Exercise Price shall be in lawful money of the United States of America, in the form of a check, subject to collection, or such consideration and any applicable payroll withholding taxes method of payment as specified in Section 4(d) below. No Shares will may be issued pursuant to authorized by the exercise Board of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares Trustees of the Company’s common stock may then . If this Option should be listed or quoted. Assuming such complianceexercised in part only, the lower priced Shares shall be considered transferred deemed to have been purchased first and the Company shall, upon surrender of this Option, execute and deliver a new Option evidencing the rights of the Optionee on thereof to purchase the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder balance of the Shares purchasable hereunder. Upon receipt by the Company of this Option, together with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion proper payment of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Companypurchase price, the Optionee shall be deemed to exercise be the ISO portion holder of record of the Option first until Shares, notwithstanding that the share transfer books of the Company shall then be closed or that certificates representing such portion is fully exercised and Shares shall not then be actually delivered to the Nonstatutory Option portionOptionee. The Company shall use its best efforts pay any and reasonable discretion all documentary stamp or similar issue or transfer taxes payable in administering respect of the issue or delivery of the Shares. The certificate or certificates for the Shares as to which this provision Option shall be exercised shall be registered in the name of the Optionee and shall incur no liability be legended as the Company may reasonably require to the Optionee or any other person as a result of so acting in such administrationcomply with applicable federal and state securities laws.

Method of Exercise. The An Option shall be granted hereunder is exercisable by written delivery of an exercise notice, in the form of exercise notice found on the Company’s intranet site or as otherwise available from the Company (the “Exercise Notice”), which shall state the election to exercise some or all of the then-exercisable portion of the an Option, and shall specify the number of Shares with in respect to of which the such Option is being exercisedexercised (the “Exercised Shares”), the date of grant of such Option, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such written notice The Exercise Notice shall be signed properly completed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as Stock Plan Administrator of the Company may specify from time to time(or his or her designee). Such written notice must The Exercise Notice shall be accompanied by payment in full of the aggregate Exercise Price as to all Exercised Shares. An Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The Company will not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. or non-U.S. state or federal law or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”) or any other regulatory body, which the Administrator, in its absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. or non-U.S. governmental agency, which the Administrator, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of exercise as the Administrator may establish from time to time for reasons of administrative convenience. Optionee understands that the Company is under no obligation to register or qualify the Common Stock with the SEC or any other U.S. or non-U.S. state or federal securities commission or to seek approval or clearance from any governmental authority for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) belowissuance or sale of the Shares. No Shares will be issued pursuant Further, Optionee agrees that the Company shall have unilateral authority to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and amend the Plan and the requirements Agreement without Optionee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedShares. Assuming such compliance, for tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date on which the applicable Option is exercised with respect to such Exercised Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option Incentive Options shall be exercisable by a written notice which shall shall: (a) state the election to exercise some or all of the then-exercisable portion of the OptionIncentive Options, and shall specify the number of Shares shares to be exercised, the person in whose name the stock certificate or certificates for such shares of common stock is to be registered, address and social security number of such person (or if more than one, the names, addresses and social security numbers of such persons); (b) if applicable, contain such representations and agreements as to the holder’s investment intent with respect to which the Option is being exercised. Such written notice shall such shares of common stock as set forth in Section 12 hereof; (c) be signed by the Optionee and shall person or persons entitled to exercise the Incentive Options and, if the Incentive Options are being exercised by any person or persons other than the Optionee, be delivered accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Incentive Options; (d) be accompanied by full payment of the exercise price by tender to the Company’s Human Resources DepartmentCompany of an amount equal to the exercise price multiplied by the number of underlying shares being purchased either in cash, by wire transfer, or by certified check or bank cashier’s check, payable to their designated agent, at such place and in such manner as the order of the Company may specify from time to time. Such written notice must or be cashlessly exercised in accordance with Exhibit 1; and (e) be accompanied by payment of any amount that the Company, in full its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes. If the Optionee fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Exercise Price for the Shares being acquired Incentive Options or (ii) withhold and set-off against compensation and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant other amounts payable to the exercise Optionee the amount of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which required payment. Such withholding may be in the shares underlying the Incentive Options at the sole discretion of the Company’s . (f) The certificate or certificates for shares of common stock may then be listed or quoted. Assuming such compliance, as to which the Shares Incentive Options shall be considered transferred to exercised shall be registered in the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder name of the Company with respect to any such Shares until and unless there is issued a stock certificate to person or persons exercising the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationIncentive Options.

Method of Exercise. The (i) Subject to Section 3(a), the Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that, the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price for may be made in cash, or its equivalent, or (x) by exchanging Shares owned by the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to Participant (which are not the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements subject of any stock exchange pledge or inter-dealer quotation system upon other security interest and which have been owned by the shares of the Company’s common stock may then be listed Participant for at least 6 months) or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to (y) at any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or time that the Shares are publicly traded on a nationally recognized stock exchange, through delivery of irrevocable instructions to a broker (as selected or approved by the Committee) to sell the Shares otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee Company an amount equal to the aggregate exercise price, or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is exercising an ISO portion at least equal to such aggregate exercise price. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option shall be exercised in accordance with any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory Option portion. In default under any ruling or regulation of timely receipt of such written designation by any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Optionee Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be deemed liable to exercise the ISO portion Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 3(a). Any heir or any other person as a result legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. The Option (a) In order to exercise this Option, in whole or in part, the Optionee shall deliver to the Company at its principal place of business, or at such other offices as shall be exercisable designated by the Company (i) a written notice which shall state the of such Optionee's election to exercise some or all of the then-exercisable portion of the this Option, and which notice shall specify the number of Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a check payable to the order of the Company, (B) if, and to the extent, authorized by the Committee (which, without limitation, may grant or withhold such approval in its sole discretion), notice that the Exercise Price is satisfied by reduction of the number of Shares to be received by Optionee upon exercise of this Option, with the amount of such reduction specified in such notice, (C) if, and to the extent, authorized by the Committee (which, without limitation may grant or withhold such approval in its sole discretion) with shares of Common Stock, or (D) a combination of the above. The Company shall undertake to make prompt delivery of the stock certificate(s) evidencing the Shares to be transferred, provided that if any law or regulation requires the Company to take any action with respect to which the Option is being exercised. Such written Shares specified in such notice before the issuance thereof, then the date of delivery of such Shares shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price extended for the period necessary to take such action; and provided further, and without limitation, Shares being acquired will not be issued unless and any applicable payroll withholding taxes as specified until each matter described in Section 4(d9.5 is satisfied. (b) below. No Shares will be issued pursuant to Upon the exercise of an Option unless Option, and before the transfer of Shares, the Optionee shall be required to pay to the Company in cash or, to the extent authorized by the Committee (which, without limitation may grant or withhold such issuance and such exercise shall approval in its sole discretion) with Shares in the manner described in subsections (a)(B) or (a)(C) of this Section, the amount which the Company reasonably determines to be necessary in order for the Company to comply with all relevant provisions of law applicable federal and state tax withholding requirements, and the Plan collection of employment taxes. (c) For all purposes relating to the surrender or delivery of Shares in satisfaction of obligations described in subsection (a) and (b) of this Section, the requirements fair market value of any the shares of Common Stock delivered or surrendered shall be determined as of the business day next preceding the date of their surrender or delivery, and shall mean the price at which such shares would exchange hands between a willing buyer and willing seller, neither of whom are under compulsion to buy or sell, as reasonably determined by the Committee; provided, however, that so long as such shares are listed on a national stock exchange or inter-dealer quotation system upon which quoted on the shares National Association of Securities Dealers Automated Quotation System ("NASDAQ"), it shall mean the Company’s common stock may then be listed or closing sale price (or, if no closing sale price is quoted. Assuming such compliance, the Shares shall mean between the closing bid and sale price) of such shares on such exchange or on NASDAQ on such next business day, or, if no such shares were traded on such business day, the closing sale price (or, if no closing sale price is quoted, the mean between the closing bid and sale price) on the next preceding business day on which such shares were traded. (d) Without limitation, this Option may not be considered transferred to the Optionee on exercised in whole or in part until the date on which the Option Plan is exercised with respect to such Shares. An Optionee shall have no rights approved by Shareholders as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of required under Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration11.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; (C) partly in writing cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portion. In default has been validly exercised as to any of timely receipt the Shares, the Company shall issue certificates in the Participant’s name for such Shares or register the Participant’s ownership of such written designation Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the ISO portion first anniversary of the Option first until such portion is fully exercised and then date of termination of the Nonstatutory Option portion. The Participant’s Employment with the Company shall use or its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationAffiliates.

Method of Exercise. The Option shall be exercisable (a) Subject to the provisions of this Warrant, the Warrant Holder may exercise its rights under this Warrant in respect of the Interests, at any time through the term of this Warrant by giving written notice which shall state the election to of exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must shall be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes Interests by certified or bank check or such other instrument or method of payment as specified in Section 4(dthe Company may accept. (b) below. No Shares will Interests shall be issued pursuant to until full payment therefor has been made. The Warrant Holder shall have all of the exercise rights of an Option unless such issuance and such exercise shall comply with all relevant provisions equityholder of law the Company (including the right to vote the equity interests, if applicable, and the Plan right to receive dividends and distributions) only when the requirements Warrant Holder has given written notice of any stock exchange or inter-dealer quotation system upon which the shares of exercise, has paid in full for such Interests and signed a joinder agreement related to the Company’s common stock may then be listed or quoted. Assuming such complianceLLC Agreement and, if requested, (i) the Shares shall be considered transferred Warrant Holder has represented to the Optionee on the date on which the Option is exercised and agreed with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing that the Warrant Holder is acquiring the Interests without a view to the distribution thereof and (ii) the Warrant Holder has made any such other representations and warranties that the Company may deem appropriate. (c) Notwithstanding anything in this Warrant to the contrary, the Company may delay the issuance of Interests covered by this Warrant and the delivery of a certificate (if certificated) for such Interests until one of the following conditions is satisfied: (i) the Interests purchased are at the time of issuance effectively registered or qualified under applicable federal and state securities laws or (ii) the exercise of the Option whether Interests to be issued are exempt from registration and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised qualification under applicable federal and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationstate securities laws.

Method of Exercise. The Prior to its expiration and to the extent that the right to purchase shares of Stock has vested hereunder, this Option shall may be exercisable exercised from time to time by written notice which shall state acceptable to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares shares with respect to which the this Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by either (a) payment in full of the Exercise Price Xxxxx Xxxxx for the Shares being acquired number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 5(c) of the Plan, or (b) a description of a "cashless exercise" procedure and any applicable payroll withholding taxes such other documents and undertakings as specified in Section 4(d) beloware necessary to satisfy that procedure. No Shares will be issued pursuant The Company, or the Committee, may from time to time designate one or more forms or methods of providing notice of the exercise of an Option unless and in that event the Optionee agrees to utilize such issuance and form or method. As soon as practicable after its receipt of such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliancenotice, the Shares shall be considered transferred Company shall, without transfer or issue tax to the Optionee on (or other person entitled to exercise this Option), deliver to the date on which Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in such notice upon tender of delivery thereof, his right to exercise this Option is exercised with respect to such Sharesshares not paid for may be terminated by the Company. An Optionee shall have no rights as a shareholder The Committee may, in its discretion at the time of exercise of the Company with respect to any such Shares until and unless there is issued a stock certificate Option, grant to the Optionee for such Shares or the Shares are otherwise transferred a new option (a "Reload Option") to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, permit the Optionee may designate to purchase that number of shares of Stock delivered by the Optionee to the Company in writing at full or partial payment of the time Xxxxx Xxxxx, or in full or partial payment of the tax withholding obligations incurred on account of the exercise of the Option whether Option, on such terms and to what extent conditions as the Optionee is exercising an ISO portion Committee may determine under the terms of the Plan. The Xxxxx Xxxxx for shares subject to a Reload Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion not less than one hundred percent (100%) of the Fair Market Value of the shares on the date of grant of the Reload Option, and the duration of a Reload Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability be equal to the Optionee or any other person as a result unexpired term of so acting in such administrationthe exercised Option on the date of exercise.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; (C) partly in writing cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portion. In default has been validly exercised as to any of timely receipt the Shares, the Company shall issue certificates in the Participant’s name for such Shares or register the Participant’s ownership of such written designation Shares electronically. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the Shares to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant agrees to hold, for a period of twelve (12) months following the date of such exercise, a number of Shares issued pursuant to such exercise, equal to 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Participant multiplied by (2) fifty percent (50%) of the excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the ISO portion first anniversary of the Option first until such portion is fully exercised and then date of termination of the Nonstatutory Option portion. The Participant’s Employment with the Company shall use or its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationAffiliates.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (C) partly in writing cash and partly in Shares; or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a Nonstatutory condition to the exercise of any Option portion. In default evidenced by this Agreement, the Participant agrees to hold, for a period of timely receipt twelve (12) months following the date of such written designation exercise, a number of Shares issued pursuant to such exercise, equal 75% (rounded down to the nearest whole Share) of the quotient of (A) and (B), where (A) is the product of (1) the number of Shares exercised by the Company, Participant multiplied by (2) fifty percent (50%) of the Optionee excess of the Fair Market Value of a Share on the date of exercise over the exercise price and (B) is the Fair Market Value of a Share on the date of exercise. The holding requirement related to Shares that is established in this Section 4(b)(v) shall be deemed terminate with respect to the Options evidenced by this Agreement (as well as any Shares issued pursuant to exercise of such Options) on the ISO portion first anniversary of the Option first until such portion is fully exercised and then date of termination of the Nonstatutory Option portion. The Participant’s Employment with the Company shall use or its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationAffiliates.

Method of Exercise. The (i) Subject to Section 3(b), the Exercisable Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect for which an Option is being exercised and the method of payment of the Option Price. The Option Price for the Shares as to which the Option is being exercised. Such written notice exercised shall be signed by the Optionee and shall be delivered paid to the Company’s Human Resources Department, as designated by the Committee, pursuant to one or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full more of the Exercise following methods: (A) in cash or its equivalent (e.g., by check); (B) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified may be imposed by the Committee; (C) partly in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance cash and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to partly in such Shares. An Optionee shall have no rights as ; or (D) by delivery of irrevocable instructions to a shareholder of the Company with respect broker to any such sell Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of obtained upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory Option portion. In default under any ruling or regulation of timely receipt of such written designation by any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Optionee Company shall issue certificates in the Participant's name for such Shares. However, the Company shall not be deemed liable to exercise the ISO portion Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant's death, subject to Section 6, the Exercisable Portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant's executor or administrator, or the person or persons to whom the Participant's rights under this Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 3(b). Any heir or any other person as a result legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. The This Option shall be exercisable by written delivery of an exercise notice in the form attached as Exhibit B (the “Exercise Notice”) which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. Such written notice The Option shall be signed deemed exercised when the Company receives (i) written or electronic delivery of an executed exercise notice (in accordance with this Option Agreement and in a form provided by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of including the Exercise Price Notice attached hereto as Exhibit B) from the Optionee (or other person entitled to exercise the Option), (ii) full payment for the Shares being acquired and with respect to which the Option is exercised, (iii) payment of any applicable payroll withholding taxes required tax withholding; (iv) an executed copy of the Voting Agreement in the form attached hereto as specified in Section 4(d) below. No Shares will be issued Exhibit A, if required pursuant to Section 1 hereof and (v) any other documents required by this Option Agreement or the Exercise Notice. Full payment may consist of any consideration and method of payment permitted by this Option Agreement. Shares issued upon exercise of an Option unless such issuance shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and such exercise shall comply with all relevant provisions his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of law and the Plan and the requirements Company or of any stock exchange or inter-dealer quotation system upon which the shares a duly authorized transfer agent of the Company’s common stock may then ), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be listed issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or quoted. Assuming such compliance, other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan. Exercise of this Option in any manner shall be considered transferred result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationexercised.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) or (D) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent, (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(dmay be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price, or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations. (iii) Upon the Company’s determination that an Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the CompanyParticipant of the certificates. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent setforth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) Without limiting the generality of Section 12, as a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders Agreement and the Restrictive Covenant Agreement, which shall be deemed to exercise substantially the ISO portion of the Option first until such portion is fully exercised forms attached hereto as Exhibits A and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationB, respectively.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice , shall be signed (whether or not in electronic form) by the Optionee person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be delivered paid to the Company’s Human Resources Department, at the election of the Committee, pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by transferring Shares having a Fair Market Value equal to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate purchased to the Company and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (C) partly in writing cash and partly in Shares; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles); or (D) if there is a public market for the Shares at such time, subject to such rules as may be established by the time Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to the Option until the issuance of the Shares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to exercise whom the ISO portion Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company Participant shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability take rights herein granted subject to the Optionee terms and conditions hereof. (v) At the discretion of the Board or any other person as a result the Committee, in accordance with procedures established by the Board or the Committee (including with respect to compliance with Section 409A of so acting in such administrationthe Code), the Participant may be permitted to defer the delivery of Shares otherwise deliverable upon the exercise of the Option.

Method of Exercise. (a) The Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state the election of intent so to exercise some or all of the then-exercisable portion of the Option, and exercise. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by exercised (the Optionee “Purchased Shares”) and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price in cash or by check or wire transfer. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the Plan or this Agreement. (b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable Canadian and United States provincial, state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable, unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the exercise of the Option or the issuance of any Shares upon such exercise to comply with any Legal Requirements. Such procedures may include but are not limited to the establishment of limited periods during which the Option may be exercised or that following receipt of the notice of exercise and prior to the completion of the exercise, the Participant will be required to affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee. (c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. Such certificates will be held by the Company on behalf of the Participant until such time as the Shares represented by such certificates are transferred as permitted by the Stockholders Agreement. (d) In the event of the Participant’s death or Disability, the Option shall remain exercisable by the Participant’s executor or administrator, or, subject to applicable laws, the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, for the Shares being acquired and any applicable payroll withholding taxes as specified period set forth in Section 4(d2(e) below(and the term “Participant” shall be deemed to include such heir or legatee). No Shares will be issued pursuant Any such heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (e) In consideration of the grant of this Option, the Participant agrees that, as a condition to the exercise of an any option to purchase Shares (whether this Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of or any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceother option), the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised Participant shall, with respect to such Shares. An Optionee shall , have no rights as become a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate party to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationStockholders Agreement.

Method of Exercise. The (a) To the extent that the Option shall has become exercisable hereunder, the Option may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier's check payable to the order of the Company, (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee's sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dpurchased. (b) below. No Shares will be issued pursuant If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of an Option unless shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such issuance certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and such exercise shall comply with all relevant provisions warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of law liens and the Plan and the requirements encumbrances. The value of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, Common Stock so tendered in payment for the Shares being purchased shall be considered transferred to the Optionee their Fair Market Value Per Share (as defined below) on the date on which of the Optionee's notice of exercise. (c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise price per share of such option(s). The Company and the Optionee or other person entitled to exercise the Option is exercised with respect shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such Shares. An Optionee shall have no rights as a shareholder an exercise of the Company with respect to Option. (d) If for any such Shares until and unless there is issued reason a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the purported exercise of the Option whether and providing for payment to what extent be made in whole or in part through the Optionee delivery of shares of Common Stock already owned or underlying vested stock options is exercising an ISO portion of rejected by the Option if anyCommittee or is otherwise not permitted, or a Nonstatutory Option portion. In default of timely receipt of such written designation by purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee shall be deemed or other person entitled to exercise the ISO portion Option promptly pays the exercise price in an acceptable form. (e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its sole discretion, the Optionee's notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option. (f) For purposes hereof, the "Fair Market Value Per Share" of the Company's Common Stock shall mean, if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on such date or, if not available, the mean between the bona fide bid and asked prices of the Common Stock on such date. In any situation not covered above, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive, which determination shall be final, binding and conclusive. (g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option first until or the delivery of the Shares for such portion is fully exercised and then period as may be required for the Nonstatutory Option portionCompany with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. The Company shall use its best efforts and reasonable discretion In addition, in administering this provision and shall incur no liability to connection with any exercise of the Option, the Committee may require the Optionee or any other person as entitled to exercise the Option to agree not to dispose of any of the Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of any applicable federal or state securities law, rule or regulation. (h) The Option may be exercised for less than the total number of Shares for which the Option is then exercisable, provided that a result partial exercise may not be for less than 100 Shares, except in the final year of so acting the term of the Option, and shall not, in such administrationany event, include any fractional Shares.

Method of Exercise. The (a) To the extent that the Option shall has become exercisable hereunder, the Option may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee’s sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dpurchased. (b) below. No Shares will be issued pursuant If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of an Option unless shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such issuance certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and such exercise shall comply with all relevant provisions warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of law liens and the Plan and the requirements encumbrances. The value of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, Common Stock so tendered in payment for the Shares being purchased shall be considered transferred to the Optionee their Fair Market Value Per Share (as defined below) on the date on which of the Optionee’s notice of exercise. (c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise price per share of such option(s). The Company and the Optionee or other person entitled to exercise the Option is exercised with respect shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such Shares. An Optionee shall have no rights as a shareholder an exercise of the Company with respect to Option. (d) If for any such Shares until and unless there is issued reason a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the purported exercise of the Option whether and providing for payment to what extent be made in whole or in part through the Optionee delivery of shares of Common Stock already owned or underlying vested stock options is exercising an ISO portion of rejected by the Option if anyCommittee or is otherwise not permitted, or a Nonstatutory Option portion. In default of timely receipt of such written designation by purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee shall be deemed or other person entitled to exercise the ISO portion Option promptly pays the exercise price in an acceptable form. (e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its sole discretion, the Optionee’s notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option. (f) For purposes hereof, the “Fair Market Value Per Share” of the Company’s Common Stock shall mean, if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on such date or, if not available, the mean between the bona fide bid and asked prices of the Common Stock on such date. In any situation not covered above, the Fair Market Value Per Share shall be determined by the Committee in accordance with one of the valuation methods described in Section 20.2031-2 of the Federal Estate Tax Regulations (or any successor provision thereto), which determination shall be final, binding and conclusive, which determination shall be final, binding and conclusive. (g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option first until or the delivery of the Shares for such portion is fully exercised and then period as may be required for the Nonstatutory Option portionCompany with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. The Company shall use its best efforts and reasonable discretion In addition, in administering this provision and shall incur no liability to connection with any exercise of the Option, the Committee may require the Optionee or any other person as entitled to exercise the Option to agree not to dispose of any of the Shares acquired upon exercise thereof except upon the satisfaction of specified conditions which the Committee, in its sole discretion, then deems necessary or desirable in connection with any then existing and effective requirement or interpretation of any applicable federal or state securities law, rule or regulation. (h) The Option may be exercised for less than the total number of Shares for which the Option is then exercisable, provided that a result partial exercise may not be for less than 100 Shares, except in the final year of so acting the term of the Option, and shall not, in such administrationany event, include any fractional Shares.

Method of Exercise. The This Option shall be is exercisable by written notice delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Optioned Shares with in respect to of which the Option is being exercisedexercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; provided, however, that no fewer than 10 shares of Common Shares may be purchased upon any exercise of this Option unless the number of shares purchased at such time is the total number of shares in respect of which the Option is then exercisable, and provided, further, that in no event shall the Option be exercisable for a fractional share. Such written notice The Exercise Notice shall be signed by the Optionee Non-Employee Director and shall be delivered in person or by a recognized overnight delivery service to the Company’s Human Resources DepartmentSecretary of the Company at c/o Cronos Capital Corp., Xxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, or to their designated agent, at such place and in such manner other address as the Company may specify from time to time. Such shall designate in a written notice must to the Non-Employee Director. The Exercise Notice shall be accompanied by payment in full of the aggregate Exercise Price for as to all Exercised Shares. The date of exercise of this Option shall be the Shares being acquired later of (i) the date on which the Company receives such written notice, or (ii) the date on which the conditions provided in Sections 8(d) and any applicable payroll withholding taxes as specified in Section 4(d8(e) belowof the Plan are satisfied. No Exercised Shares will shall be issued pursuant to the exercise of an this Option unless such issuance and such exercise shall comply complies with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system market upon or in which the shares of the Company’s common stock may Exercised Shares are then be listed or quotedand traded. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee Non-Employee Director on the date on which the Option is exercised with respect to such Exercised Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election (i) Subject to exercise some or all Section 6(c) of the then-exercisable Plan, the vested portion of the OptionOption may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, and the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price. The payment of the Option Price for may be made at the election of the Participant (i) in cash, (ii) in the discretion of the Committee, by the delivery of Shares being acquired then owned by the Participant, (iii) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the Xxxxxxxx-Xxxxx Act of 2002), or (iv) by any other method the Committee may prescribe that it determines to be consistent with applicable law and any applicable payroll withholding taxes as specified the purpose of the Plan, including, without limitation, in Section 4(d) below. No Shares will be issued pursuant to lieu of the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions by delivery of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may Shares then be listed or quoted. Assuming such complianceowned by a Participant, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of providing the Company with respect to any such Shares until and unless there is issued a stock certificate notarized statement attesting to the Optionee for such number of Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codeowned, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation where upon verification by the Company, the Optionee Company would issue to the Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be deemed exercised prior to exercise the ISO portion completion of any registration or qualification of the Option first until such portion is fully or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised and then as to any of the Nonstatutory Option portion. The Shares, the Company shall use its best efforts and reasonable discretion issue certificates in administering this provision and the Participant’s name for such Shares. However, the Company shall incur no liability not be liable to the Optionee Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any other mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as a result the case may be, to the extent set forth in Section 3(a). Any heir or legatee of so acting in such administrationthe Participant shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. The Option shall (a) Options which have become exercisable may be exercisable exercised by delivery of a duly executed written notice which shall state of exercise to the election Company at its principal business office using such form as attached hereto as Annex A or such other form, as may be required from time to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed time by the Optionee and Company. Participant may obtain such form(s) by contacting the General Counsel at Xxxxxx Xxxxxxxx Home Corporation, 0000 X. Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx 00000. (b) No Option Shares shall be delivered pursuant to any exercise of the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by Option until payment in full of the Exercise Price for therefor is received by the Shares being acquired Company in accordance with Section 5(c) of this Agreement and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant Participant has paid to the exercise of Company an Option unless such issuance amount equal to any federal, state, local and such exercise non-U.S. income and employment taxes required to be withheld. (c) Subject to applicable law, the Exercise Price and applicable tax withholding shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Company’s common stock may then be listed or quoted. Assuming such compliance, Fair Market Value at the Shares shall be considered transferred to the Optionee on the date on which time the Option is exercised with respect (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares. An Optionee shall have no rights as shares to the Company); provided, that such Shares are not subject to any pledge or other security interest; (ii) in other property having a shareholder fair market value on the date of exercise equal to the Exercise Price and the applicable minimum required statutory withholding liability; (iii) if there is a public market for the Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company with respect to any such Shares until and unless there is issued a stock certificate delivered (including telephonically to the Optionee for such Shares or extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of deliverable upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount equal to the Exercise Price and the applicable minimum required statutory withholding liability; (iv) by means of a “net exercise” procedure effected by withholding the minimum number of Shares otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and the applicable minimum statutory withholding liability or (iv) by such other method as the Committee may permit in its sole discretion. Notwithstanding the foregoing, if, on the last day of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the CompanyPeriod, the Optionee Fair Market Value exceeds the Exercise Price, Participant has not exercised the Option, and the Option has not expired, such Option shall be deemed to have been exercised by Participant on such last day by means of a net exercise and the ISO portion Company shall deliver to Participant the number of Shares for which the Option was deemed exercised less such number of Shares required to be withheld to cover the payment of the Option first until such portion is fully exercised Exercise Price and then the Nonstatutory Option portionall applicable required withholding taxes. The Company Any fractional Share shall use its best efforts and reasonable discretion be settled in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationcash.

Method of Exercise. The This Option shall be exercisable by written delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall , and such other representations and agreements as may be signed required by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedApplicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An The Option shall be deemed exercised when the Company receives (i) written or electronic notice of exercise (in accordance with this Option Agreement) from the Optionee (or other person entitled to exercise the Option), and (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) any other documents required by this Option Agreement or the Exercise Notice. Full payment may consist of any consideration and method of payment permitted by this Option Agreement. Shares issued upon exercise of an Option shall have be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder of the Company stockholder shall exist with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the CodeShares, the Optionee may designate to the Company in writing at the time of notwithstanding the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portionOption. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the Optionee or date the Shares are issued, except as provided in Section 10(c) of the Plan. Exercise of this Option in any other person manner shall result in a decrease in the number of Shares thereafter available for sale under the Option, by the number of Shares as a result of so acting in such administrationto which the Option is exercised.

Method of Exercise. The To the extent that the right to purchase shares ------------------ of Stock has accrued hereunder, this Option shall may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of Company substantially in the then-exercisable portion of the Optionform attached hereto as Exhibit A, and shall specify stating the number of Shares shares with respect to which the this Option is being exercised. Such written notice shall be signed by the Optionee , and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price option price for the Shares being acquired and number of shares to be delivered, by means of payment acceptable to the Company in accordance with Section 10 of the Plan. As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise this Option), deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company or such other place as shall be mutually acceptable, a certificate or certificates for such shares out of theretofore authorized but unissued shares or reacquired shares of its Stock as the Company may elect; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange law. Payment of the option price may be made in cash or inter-dealer quotation system upon which cash equivalents or, in accordance with the terms and conditions of Section 10 of the Plan, (a) in whole or in part in shares of Common Stock of the Company’s common stock may then be listed , whether or quoted. Assuming such compliancenot through the attestation procedure in the Plan, or (b) in part by promissory note of the Shares shall be considered transferred Optionee in the form attached hereto as Exhibit B; provided, however, that the Board reserves the right upon receipt of any written notice of exercise from the Optionee to require payment in cash with respect to the shares contemplated in such notice. If the Optionee on (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the date on which the shares specified in such notice upon tender of delivery thereof, his or her right to exercise this Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee shares not paid for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation be terminated by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option shall be exercisable exercised by tender of payment of the Exercise Price and delivery to the Company at its principal place of business of a written notice, at least three business days prior to the proposed date of exercise, which notice which shall shall: (a) state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice , and the name, address, and social security number of the person in whose name the stock certificate or certificates for such Shares is to be registered; (b) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee pursuant to paragraph 7; and (c) be signed by the Optionee person entitled to exercise the Option, and shall be delivered to if the Company’s Human Resources DepartmentOption is being exercised by any person or persons other than the Optionee, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full proof, satisfactory to the Committee, of the right of such person or persons to exercise the Option. Payment of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified may be made in Section 4(d) belowcash or by certified or official bank check. No Shares will Payment may also be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the made by surrendering shares of the Company’s common stock 's Common Stock (including any Shares received upon a prior or simultaneous exercise of the Option) at the then fair market value of such Shares, as determined pursuant to Section 1(b) of Article II of the Plan. Payment may then also be listed made by combining cash or quotedcheck and shares of such stock. Assuming After receipt of such compliancenotice in a form satisfactory to the Committee and the acceptance of payment, the Company shall deliver to the Optionee a certificate or certificates representing the Shares purchased hereunder, provided, that if any law or regulation requires the Company to take any action with respect to the Shares specified in such notice before the issuance thereof, the date of delivery of such Shares shall be considered transferred extended for the period necessary to the Optionee on the date on which the Option is exercised with respect to take such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationaction.

Method of Exercise. The When exercisable under Paragraphs 1, 2 and 3, the Option shall may be exercisable exercised by written notice which shall state notice, pursuant to Paragraph 10, to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Committee specifying the number of Option Shares with respect to which be purchased and, unless the Option is being exercised. Such written notice shall be signed Shares are covered by a then-current registration statement or a Notification under Regulation A under the Optionee Securities Act of 1933 (the "Act") and shall be delivered current registrations under all applicable state securities laws, containing the Optionee's acknowledgement, in form and substance satisfactory to the Company’s Human Resources Department, that the Optionee (a) is purchasing such Option Shares 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), (b) has been advised and understands that (i) 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 (ii) the Company is under no obligation to register the Option Shares under the Act or to their designated agenttake any action which would make available to the Optionee any exemption from such registration, at and (c) has been advised and understands that such place Option Shares may not be transferred without compliance with all applicable federal and in such manner as the Company may specify from time to timestate securities laws. Such written The notice must shall be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of Shares being purchased. Such exercise shall be effective upon the Code, actual receipt by the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt Committee of such written designation by the Companynotice and payment. For these purposes, the Optionee shall be deemed to have made the payment required for exercise the ISO portion of the Option first until at such portion time as it is fully exercised and then determined that satisfactory arrangements have been made to ensure payment of all amounts as are required to be paid by Optionee in connection with the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to exercise of the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The Option shall be exercisable by written notice which shall state (a) Subject to the provisions of the Warrants and this Agreement, the Holder of a Warrant may exercise such Holder’s right to purchase the Warrant Shares, in whole or in part, by: (x) in the case of persons who hold Book-Entry Warrants, providing an exercise form for the election to exercise some or all such Warrant (“Exercise Form”) substantially in the form of Exhibit B-1 hereto, properly completed and executed by the Registered Holder thereof, together with payment of the thenExercise Amount in accordance with Section 4.4(b), to the Warrant Agent, and (y) in the case of Warrants held through the book-exercisable portion entry facilities of the OptionDepositary or by or through persons that are direct participants in the Depositary, providing an Exercise Form (as provided by such Holder’s broker) to its broker, properly completed and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed executed by the Optionee and shall be delivered to the Company’s Human Resources DepartmentBeneficial Holder thereof, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by together with payment in full of the Exercise Price in accordance with Section 4.4(a). (b) Warrants may be exercised by the Holders thereof by delivery of payment to the Warrant Agent, for the account of the Company, by certified or bank cashier’s check payable to the order of the Company (or as otherwise agreed to by the Company), in lawful money of the United States of America, of the full Exercise Price for the number of Warrant Shares specified in the Exercise Form (which shall be equal to the Exercise Price multiplied by the number of Warrant Shares in respect of which any Warrants are being exercised) and any and all applicable taxes and governmental charges due in connection with the exercise of Warrants and the exchange of Warrants for Warrant Shares (the “Exercise Amount”). (c) Any exercise of a Warrant pursuant to the terms of this Agreement and not in violation of the Exercise Limitations shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (d) The Warrant Agent shall: (i) examine all Exercise Forms and all other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the terms hereof; (ii) where an Exercise Form or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrants exists, endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and the delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no later than three (3) Business Days after receipt of an Exercise Form, of (A) the receipt of such Exercise Form and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (B) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (C) such other information as the Company shall reasonably require; and (v) subject to Warrant Shares being acquired made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (e) The Company reserves the right to (i) reject any applicable payroll withholding taxes as specified exercise which would violate the Exercise Limitations; and (ii) reasonably reject any and all Exercise Forms not in Section 4(d) belowproper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. No Shares will Such determination by the Company shall be issued pursuant final and binding on the Holders of the Warrants, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of an Option unless such issuance and such Warrants or defects in Exercise Forms with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall comply with all relevant provisions be under any duty to give notice to the Holders of law and the Plan and the requirements Warrants of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to irregularities in any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of Warrants, nor shall it incur any liability for the Option whether and failure to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of give such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationnotice.

Method of Exercise. The Option shall be exercisable exercised by tender of payment of the Exercise Price and delivery to the Company at its principal place of business of a written notice, at least three business days prior to the proposed date of exercise, which notice which shall shall: (a) state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice , and the name, address, and social security number of the person in whose name the stock certificate or certificates for such Shares is to be registered; (b) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee; and (c) be signed by the Optionee person entitled to exercise the Option, and shall be delivered to if the Company’s Human Resources DepartmentOption is being exercised by any person or persons other than the Optionee, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full proof, satisfactory to the Committee, of the right of such person or persons to exercise the Option. Payment of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified may be made in Section 4(d) belowcash or by certified or official bank check. No Shares will Payment may also be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the made by surrendering shares of the Company’s 's common stock (including any Shares received upon a prior or simultaneous exercise of the Option) at the then fair market value of such Shares, as determined pursuant to Section 1(b) of Article II of the Plan. Payment may then also be listed made by combining cash or quotedcheck and shares of such stock. Assuming After receipt of such compliancenotice in a form satisfactory to the Committee and the acceptance of payment, the Company shall deliver to the Optionee a certificate or certificates representing the Shares purchased hereunder, provided, that if any law or regulation requires the Company to take any action with respect to the Shares specified in such notice before the issuance thereof, the date of delivery of such Shares shall be considered transferred extended for the period necessary to the Optionee on the date on which the Option is exercised with respect to take such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationaction.

Method of Exercise. (i) The Option shall be exercisable by (i) delivery of a written notice (in the form attached hereto as Exhibit A) which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with in respect to of which the Option is being exercisedexercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan or (ii) if permitted by the Company in its sole discretion, by executing a “cashless exercise” through the Company’s designated broker. Such The written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as stock option administrator of the Company may specify from time to time. Such written notice must and shall be accompanied by payment in full of the aggregate Exercise Price as to all Exercised Shares. The Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by such aggregate Exercise Price or, if permitted by the Company, by Optionee’s execution of a “cashless” exercise with the Company’s designated broker. (ii) As a condition to the exercise of the Option, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dexercise of the Option or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. (iii) below. No Shares will be issued pursuant to the exercise of an the Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedApplicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Exercised Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered Subject to the Company’s Human Resources Departmentterms and conditions of this Warrant, Holder may exercise this Warrant in whole or to their designated agentin part, at such place and in such manner as the Company may specify any time or from time to time, on any Business Day on or after the Vesting Date and on or before the Expiration Date, for up to an amount equal to (x) the Unrestricted Percentage multiplied by (y) Maximum Number of Shares (the “Unrestricted Number of Shares”). Such written notice must This Warrant shall be accompanied exercised by delivery of the Exercise Notice duly executed by Xxxxxx, and by payment in full a form specified in Section 2.3 of an amount equal to (i) the number of shares of Warrant Stock to be purchased by Xxxxxx (not to exceed the Unrestricted Number of Shares) multiplied by (ii) the Exercise Price or an election to net exercise the Warrant as provided in Section 2.6 for the Shares being acquired and any applicable payroll withholding taxes as specified number of shares of Warrant Stock to be determined in accordance with Section 4(d) below2.5. No Shares will be issued pursuant to Holder may exercise this Warrant, in whole or in part, contingent upon the exercise occurrence of an Option unless such issuance and such exercise shall comply with all relevant provisions a Change of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares Control of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares an Initial Public Offering or the Shares are otherwise transferred consummation of a transfer of shares subject to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d2(b) of the CodeStockholders Agreement (so long as such Change of Control, the Optionee may designate Initial Public Offering or transfer occurs prior to the Company in writing at Expiration Date), which contingent exercise may further require that such Change of Control, Initial Public Offering or transfer occur prior to a certain date. Unless the time of the Exercise Notice expressly specifies otherwise, such contingent exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise occur immediately prior to the ISO portion occurrence of such Change of Control, Initial Public Offering or transfer (it being agreed that in the event the aggregate Exercise Price thereof is paid to the Company prior to the occurrence of such event, fact or circumstance, such amounts will be held in trust for the benefit of the Option first until such portion is fully exercised Holder and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability promptly returned to the Optionee Holder in the event such event, fact or any other person as a result of so acting in such administrationcircumstance does not timely occur).

Method of Exercise. The i. Subject to Section 5(a), the Vested Portion of the Option shall may be exercisable exercised by delivering written notice which shall state of intent to so exercise to the election Company at its principal office; provided that, the Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered accompanied by full payment of the Option Price. Payment of the Option Price may be made at the election of the Participant: (w) in cash or its equivalent (e.g., by check); (x) to the Company’s Human Resources Departmentextent permitted by the Committee, or to their designated agent, at such place and in such manner Shares having a Fair Market Value as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise payment date equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements imposed by the Committee, provided that such Shares have been held by the Participant for more than six months (or such other period as specified established from time to time by the Committee); (y) partially in Section 4(d) below. No Shares will be issued pursuant cash and, to the exercise of an Option unless extent permitted by the Committee, partially in such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange Shares; or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, (z) if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect payment date, subject to such Shares. An Optionee shall have no rights rules as may be established by the Committee, through the delivery of irrevocable instructions to a shareholder of the Company with respect broker to any such sell Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of obtained upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid the full Option Price for such Shares and, if applicable, satisfied any other requirements imposed by the Committee. ii. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee determines, in its sole discretion, to be necessary or advisable. iii. Upon the Committee’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to any person or entity for damages relating to any delays in issuing the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves. iv. In default the event of timely receipt of such written designation by the CompanyParticipant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised and then shall remain exercisable by the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability Participant’s beneficiary to the Optionee extent set forth in Section 5(a). No beneficiary, executor, administrator, heir or any other person as a result legatee of so acting in such administrationthe Participant shall have greater rights than the Participant under this Agreement or otherwise.

Method of Exercise. Subject to Sections 3 and 4(a), the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of shares to be purchased pursuant to an Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment of such purchase price. The payment of the Option Price may be made (i) in cash or by cash equivalent; and, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made (ii) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (iii) by shares of Common Stock withheld upon exercise; (iv) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; or (v) by any combination of the foregoing methods. Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Administrator pursuant to the Plan, and such Shares have been issued. (i) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under any Applicable Law (including, but not limited to, the requirements of the Securities Act) that the Administrator shall in its sole discretion determine to be necessary or advisable. (ii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the issuance of Shares may, in the Company’s discretion, be effected on a non-certificated basis, to the extent permitted under the Plan. (iii) In the event of the Participant’s death, to the extent vested and exercisable at the time of Participant’s death or thereafter, the Option shall be exercisable by written notice which the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall state pass by will or by the election laws of descent and distribution as the case may be, to exercise some the extent set forth in Sections 3 and 4(a) above. Any heir or all legatee of the then-exercisable portion of the Option, and Participant shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered take rights herein granted subject to the Company’s Human Resources Department, or to their designated agent, at such place terms and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationconditions hereof.

Method of Exercise. The Option shall be exercisable Optionee may exercise this Option, to the extent vested, by providing written notice which shall state stating the election to exercise some or all of the then-exercisable portion of the this Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall must be signed by the Optionee and shall must be delivered in person or by certified mail to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as Secretary of the Company or such other person as may specify from time to timebe designated by the Company. Such The written notice must be accompanied by payment in full of the Exercise Price for option exercise price in the manner described in Section 4(c) hereof, by an executed Stock Restriction Agreement described in Section 4(f) hereof and a joinder agreement to the Shareholders Agreement (as defined below) described in Section 4(g) hereof and by any other agreements required by the Board or its Committee and or the terms of the Plan, which other agreements may restrict the sale or other transfer of the Shares being acquired and may include certain additional representations and agreements as to the Optionee’s investment intent with respect to the Shares. This Option will be deemed to be exercised only upon the receipt by the Company of such written notice, payment of the option exercise price, and duly executed copies of the Stock Restriction Agreement, joinder, and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to other agreements required by the exercise Board or its Committee, the terms of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and/or this Award Agreement. The Optionee will have no right to vote or receive dividends and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised will have no other rights as a stockholder with respect to such Shares. An Optionee shall have no rights Shares notwithstanding the exercise of this Option, until the issuance (as a shareholder evidenced by the appropriate entry on the books of the Company with respect to any such Shares until and unless there is issued or of a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion duly authorized transfer agent of the Option does not qualify as an ISO as a result of application of Section 422(dCompany) of the Code, stock certificate(s) evidencing Shares that are being issued upon exercise of this Option. The certificate(s) for the Shares will be registered in the name of the Optionee and will contain any legend as may designate to be required under the Company in writing at the time of the exercise of the Option whether Plan, this Award Agreement, and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationapplicable law.

Method of Exercise. The Option shall be exercisable by the giving of written notice which shall state of exercise to the election to exercise some or all Company, in either of the then-exercisable portion of the Optionmanners set forth below in this paragraph 2, and shall specify specifying the number of Shares shares to be purchased and accompanying such notice with respect to which the Option is being exercised. Such written notice shall be signed (a) payment by the Optionee and shall be delivered cash and/or check payable to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for full purchase price therefor or (b) in the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares discretion of the Company’s common stock may then be listed or quoted. Assuming such compliance, 's Board of Directors (the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d"Board") of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option regarding whether and to what extent permit payment in either of the following manners (i) payment by a stock certificate or certificates, duly endorsed for transfer to the Company, representing shares of Common Stock of the Company owned by the Optionee is exercising an ISO portion which shall be deemed to have a fair market value on the date of exercise equal to the closing sale price of the Option Company's Common Stock as reported by NASDAQ on the day prior to the date of exercise or (ii) cash and/or a check payable to the Company and a stock certificate or certificates representing shares of the Common Stock of the Company owned by the Optionee, which, when added to the amount of the cash and/or check, have a fair market value on the date of exercise, as defined in (i) above, equal to the option price and (c) if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation required by the Company, the Optionee written representations and agreements referred to in paragraph 7 hereof. Shares of stock delivered to the Company in payment of tax withholdings are allowed only to the extent that such delivery does not result in a charge to the earnings of the Company. If sent by mail such written notice shall be deemed for all purposes to exercise be given and the ISO portion Option exercised on the second business day following the date the same is deposited in the United States mail, properly addressed to the Secretary of the Company, with postage thereon prepaid. If personally delivered, such written notice shall be deemed for all purposes to be given and the Option first until such portion exercised on the date the same is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability personally delivered to the Optionee Secretary of the Company (or any such other person officer as a result of so acting may be designated by the Company in such administrationwriting).

Method of Exercise. (i) Subject to Section 5(a), the Vested Portion may be exercised by delivering to the Company at its principal office written notice of intent to so exercise. The Option shall may be exercisable by written notice which shall state the election to exercise some exercised in whole or all of the then-exercisable portion of the Optionin part, and shall specify the number of Shares with respect to which the Option is being exercisedwhole Shares only. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system purchased upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether shall be paid for in full at the time of purchase. Such payments shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) by withholding Shares otherwise issuable in connection with the exercise of the Option, or (v) by a combination of any of the foregoing, in accordance with procedures to be established by the Committee. Shares used as payment of the Exercise Price shall be valued at their Fair Market Value determined on the date of exercise, or if such date is not a business day, as of the close of the business day immediately preceding such date. (ii) Notwithstanding any other provision of this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to what extent be necessary or advisable. (iii) Upon the Optionee is exercising Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue to the Participant such Shares within ten (10) days following such determination. Such Shares may be delivered to the Participant either by book-entry registration or in the form of a certificate or certificates, registered in the Participant’s name or in the names of the Participant’s legal representatives, beneficiaries or heirs, as applicable. In its sole discretion, the Committee may provide that the Shares to be issued upon an ISO Option’s exercise shall be in the form of Restricted Stock or other similar securities. The Participant shall have no further rights with regard to the exercised portion of the Option if any, or a Nonstatutory Option portion. once the underlying Shares have been delivered to the Participant. (iv) In default the event of timely receipt of such written designation by the CompanyParticipant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 5(a). Any of the Participant’s heirs or any other person as a result of so acting in such administrationlegatees shall take rights herein granted subject to the terms and conditions hereof.

Method of Exercise. Subject to the restrictions set forth in Section 3, the Option shall be exercised by written notice to the Company by Optionee (or successor in the event of death) and payment of the exercise price in the manner specified below. Such written notice shall state the number of shares with respect to which such Option is being exercised. The date on which both the written notice and the exercise price are received is herein referred to as the “Exercise Date”. Prior to the issuance of shares upon the exercise of the Option, Optionee must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local tax withholding obligations of the Company. Within five business days following the later of the Exercise Date or the payment to the Company of any withholding taxes, the Company shall deliver to Optionee at the principal office of the Company, or such other place as the Optionee may designate, a certificate or certificates for such shares. Notwithstanding the foregoing, the Company may postpone delivery of any certificate or certificates after notice of exercise for such reasonable period as may be required to comply with any applicable listing requirements of any securities exchange or notice period for listing such shares under the rules of Nasdaq. In the event the Option shall be exercisable by written any person or entity other than Optionee, the required notice which under this Section shall state be accompanied by appropriate proof of the election right of such person or entity to exercise some such Option. The Option exercise price shall be payable in full on or all before the option Exercise Date in any one of the then-exercisable portion following alternative forms: a. a check or money order made payable to the Company in the amount of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed exercise price; or b. if expressly authorized in writing by the Optionee and shall be delivered to the Company’s Human Resources DepartmentBoard of Directors (the “Board”), or to their designated agentin its sole discretion, at such place and in such manner as the time of the Option exercise, the tender to the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming owned by Optionee having a fair market value not less than the exercise price; or c. any other method such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option as cashless exercise that is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company expressly authorized in writing by the Board, in its sole discretion, at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portionexercise. In default of timely receipt of such written designation by the Company, the Optionee shall Only whole shares may be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationpurchased.

Method of Exercise. The To exercise the Option in whole or in part, ------------------ the Optionee must deliver written notice of such exercise (a "Notice of Exercise") to the President or Secretary of the Bank. Such written notice shall be exercisable by written notice which shall state substantially in the election to exercise some or all of the then-exercisable portion of the Option, form attached hereto as Exhibit A and shall specify the number of Shares with respect shares of Option Stock to which be purchased. A Notice of Exercise shall not be effective (and the Bank shall have no obligation to sell any Option Stock to the Optionee pursuant to such Notice) unless it satisfies the terms and conditions contained in the Plan and this Agreement and actually is received by the Bank prior to the Expiration Date or any earlier termination of the Option. Notwithstanding anything contained herein to the contrary, the Optionee may not exercise the Option to purchase less than one hundred (100) shares, unless the Committee otherwise approves or unless the partial exercise is being exercisedfor all remaining shares of Option Stock available under the Option. Such written notice shall be signed by Following receipt from the Optionee of a valid and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place effective Notice of Exercise and in such manner as the Company may specify from time to time. Such written notice must be accompanied by full payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant relating to the exercise a number of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common Option Stock being purchased, a stock may then be listed or quoted. Assuming such compliance, the Shares certificate representing that number of shares shall be considered transferred issued and delivered by the Bank to the Optionee on the date on which as soon as practicable; provided however that, if the Option is exercised with respect to such Shares. An Optionee an ISO, then the Bank shall have no rights as a shareholder of the Company with respect right and discretion to hold any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the shares purchased upon exercise of the Option whether and to what extent in escrow for a period ending on the Optionee is exercising an ISO portion later of (i) two years from the Date of Grant of the Option if anyOption, or (ii) one year after issuance of the stock upon exercise of the Option, for the sole purpose of informing the Bank of a Nonstatutory Option portiondisqualifying disposition within the meaning of Section 422 of the Internal Revenue Code of 1986. In default of timely receipt of During any such written designation by the Companyescrow period, the Optionee shall be deemed have all rights of a shareholder with respect to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability Stock purchased, including but not limited to the Optionee or any other person as a result of so acting in right to vote, receive dividends on and to sell such administrationstock.

Method of Exercise. The This Option shall be exercisable by written delivery of an exercise notice to the Company, in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercisedexercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company and/or the Subsidiary pursuant to the provisions of the Plan (including Appendix B). Such written notice Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance of the Shares, except as provided in Appendix B of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company’s Human Resources Department, Secretary of the Subsidiary or to their designated agent, at such place and in such manner other person as the Company may specify from time to timedesignate. Such written notice must The Exercise Notice shall be accompanied by payment in full of the aggregate Exercise Price for as to all Exercised Shares and all applicable tax withholdings. This Option shall be deemed to be exercised upon receipt by the Shares being acquired Subsidiary of such fully executed Exercise Notice accompanied by the aggregate Exercise Price and any payment of all applicable payroll withholding taxes as specified in Section 4(d) belowtax withholdings. No Shares will shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply complies with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedApplicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option This option shall be exercisable by written notice which shall state signed by you and delivered to the Company at its principal executive offices, attention of the Chairman of the Board of the Company, signifying your election to exercise some or all of the then-exercisable portion of the Optionoption, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price for purchase price of the Shares shares being purchased. Payment may be made in cash; a certified check to the order of the Company; delivery to the Company of shares of Common Stock having a fair market value equal to the purchase price; irrevocable instructions to a broker to sell shares of Common Stock to be issued upon exercise of the option and to deliver to the Company the amount of sales proceeds necessary to pay such purchase price and to deliver to the Company the amount of sales proceeds necessary to pay such purchase price and to deliver the remaining cash proceeds, less commissions and brokerage fees, to the optionee; any combination of such methods of payment; or such other means as determined by the Board of Directors (or Committee, as defined in the Plan), in its sole discretion on the date of exercise, to be consistent with the purpose of the Plan. The notice must state the number of shares of Common Stock as to which your option is being exercised and must contain, unless indicated to the contrary by the Company, a representation and acknowledgment by you (in a form acceptable to the Company) that, among other things and to the extent required, such shares are being acquired by you for investment and any applicable payroll withholding taxes not with a view to their distribution or resale, that the shares are not registered under the Securities Act of 1933, as specified in Section 4(d) belowamended (the "Act"), that the Company is not obligated to register the shares, that the shares may have to be held indefinitely unless registered for resale under the Act or an exemption from the registration requirements is available and that the Company may place a legend on the certificate evidencing the shares reflecting the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Act or unless counsel to the Company is satisfied that the circumstances of the proposed transfer do not require such registration. No Shares will be issued pursuant If notice of the exercise of this option is given by a person or persons other than you, the Company may require, as a condition to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceoption, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate submission to the Company in writing at the time of appropriate proof of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt right of such written designation by the Company, the Optionee shall be deemed person or persons to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationoption.

Method of Exercise. The Option shall be exercisable by written notice which shall state the election to To exercise some or all of the then-exercisable portion of the Option, and Employee must (a) give written notice to the Vice President, Corporate Benefits of the Company, which notice shall specify specifically refer to this Agreement, state the number of Shares with respect as to which the Option is being exercised. Such written notice shall , the name in which he or she wishes the Shares to be issued, and be signed by the Optionee Employee, and shall be delivered (b) pay in full to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price of the Option for the number of Shares being purchased either (i) in cash (including by check), payable in United States dollars, (ii), by delivery of Shares already owned by Employee (which Shares must have been held for at least six months if they were acquired under a Company plan and are not considered to be "mature" shares for accounting purposes) having a fair market value, determined as of the date the Option is exercised, equal to all or the part of the aggregate Exercise Price being paid in this way, or (iii) in any other manner then permitted by the Committee. Once Employee gives notice of exercise, such notice may not be revoked. When Employee exercises the Option, or part thereof, the Company will transfer Shares (or make a non-certificated credit) to Employee's brokerage account at a designated securities brokerage firm or otherwise deliver Shares to Employee. No Employee or Beneficiary shall have at any time any rights with respect to Shares covered by this Agreement prior to the valid exercise and full payment for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will herein, and no adjustment shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange made for dividends or inter-dealer quotation system upon other rights for which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the record date on which the Option is exercised with respect prior to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until valid exercise and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationpayment.

Method of Exercise. The (i) Subject to Section 3(a), the Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that, the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price. The payment of the Option Price for may be made at the election of the Participant (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d(either actually or by attestation, valued at their then Fair Market Value), (iii) below. No Shares will be issued pursuant to with the exercise consent of an Option unless such issuance and such exercise shall comply with all relevant provisions the Committee, by delivery of other consideration (including, where permitted by law and the Plan and Committee, other Awards) having a Fair Market Value on the requirements of any stock exchange or inter-dealer quotation system upon which exercise date equal to the shares total purchase price, (iv) with the consent of the Company’s common stock may then Committee (which consent shall not be listed unreasonably withheld or quoted. Assuming such compliancedelayed), the by withholding Shares shall be considered transferred to the Optionee on the date on which the Option is exercised otherwise issuable in connection with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option, or (v) any combination of the foregoing. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option whether and until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to what extent the Optionee is exercising an ISO portion Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory Option portion. In default under any ruling or regulation of timely receipt of such written designation by any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Optionee Company shall issue certificates in the Participant’s name for such Shares, not later than ten business days following such determination. However, the Company shall not be deemed liable to exercise the ISO portion Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of the Option first until such portion is fully exercised shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability case may be, to the Optionee extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to exercising the Option, the Participant shall become a party to the Securityholders Agreement by executing the Securityholder Joinder attached hereto as Exhibit A, unless the Participant is already a party thereto (it being understood that the Shares issuable upon exercise of any other person Option shall be subject to the Securityholders Agreement irrespective of whether the Participant signs such Securityholder Joinder). “Securityholders Agreement” shall mean the Securityholders’ Agreement, dated as a result of so acting in such administrationDecember 21, 2007, by and among the Company and the signatories thereto, as may be amended from time to time.

Method of Exercise. The Option shall may be exercised to the extent that shares have become exercisable hereunder by delivery to the Company on any business day, at its principal office addressed to the attention of the Committee, of written notice of exercise, which shall state the election to exercise some or all of the then-exercisable portion of the Option, and notice shall specify the number of Shares with respect to shares for which the Option is being exercised. Such written notice shall be signed by the Optionee , and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued shares of Stock purchased pursuant to the exercise of an the Option unless such issuance and such exercise shall comply with all relevant provisions of law and be made (i) in cash or by certified check payable to the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares order of the Company’s common stock may then be listed or quoted. Assuming such compliance; (ii) through the tender to the Company of shares of Stock, which, if acquired from the Shares Company, have been held for six months and which shares shall be considered transferred valued, for purposes of determining the extent to which the Optionee Option Price has been paid thereby, at their Fair Market Value on the date on of exercise; or (iii) by a combination of the methods described in Sections 4.5(i) and (ii) hereof. If the Stock is publicly traded, payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered to a licensed broker acceptable to the Company as the agent for the individual exercising the Option and, at the time such Stock certificate or certificates are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option. An attempt to exercise any Option whether granted hereunder other than as set forth above shall be invalid and to what extent of no force and effect. Promptly after the Optionee is exercising exercise of an ISO portion Option and the payment in full of the Option if any, or a Nonstatutory Option portion. In default Price of timely receipt the shares of such written designation by the CompanyStock covered thereby, the Optionee shall be deemed entitled to exercise the ISO portion issuance of a Stock certificate or certificates evidencing such individual’s ownership of such shares. An individual holding or exercising the Option shall have none of the Option first rights of a stockholder until the shares of Stock covered thereby are fully paid and issued to such portion individual and, except as provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the record date is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability prior to the Optionee or any other person as a result date of so acting in such administrationissuance.

Method of Exercise. The An Option shall may be exercisable exercised by a Participant giving written notice which shall state notice, in the election to exercise some or all of the then-exercisable portion of the Optionmanner provided in Section 15, and shall specify specifying the number of Shares shares of Common Stock with respect to which the Option is then being exercised. Such written The notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full the form of cash or check payable to the order of the Exercise Price Company in an amount equal to the exercise price of the shares of Common Stock to be purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion and subject to such conditions, if any, as the Committee may deem necessary to comply with applicable laws, rules and regulations or to avoid adverse accounting effects to the Company, by delivery to the Company of (i) shares of Common Stock having a Market Value equal to the exercise price of the shares to be purchased, or (ii) the Participant’s executed promissory note in the principal amount equal to the exercise price of the shares to be purchased and otherwise in such form as the Committee shall have approved. If the Common Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Common Stock subject to any Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Participant or his agent a certificate or certificates for the Shares number of shares then being acquired purchased. Such shares shall be fully paid and nonassessable. Notwithstanding any applicable payroll withholding taxes as of the foregoing provisions in this subsection (g) to the contrary, (A) no Option shall be considered to have been exercised unless and until all of the provisions governing such exercise specified in Section 4(dthe Plan and in the relevant Award Agreement shall have been duly complied with; and (B) below. No Shares will be issued pursuant the obligation of the Company to the issue any shares upon exercise of an Option unless such issuance is subject to the provisions of Section 9.1 hereof and such exercise shall comply to compliance by the Optionee and the Participant with all relevant of the provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationrelevant Award Agreement.

Method of Exercise. The Option shall be exercisable by written notice which shall state To the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which extent that the Option is being exercisedexercisable hereunder, it may be exercised in full or in part by the Grantee or, in the event of the Grantee's death, by the person or persons to whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the exercise and full payment of the purchase price to the Secretary of the Company and any applicable withholding taxes. Such The written notice shall be signed by each person entitled to exercise the Optionee Option and shall specify the address and social security number of each person. If any person other than the Grantee purports to be delivered entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of the Company, of that entitlement. The written notice shall be accompanied by full payment made by any one or more of the following means: (a) cash, personal check or electronic funds, transfer; (b) shares of Stock with a Fair Market Value on the effective date of such exercise equal to the Exercise Price and owned by the Grantee for at least six (6) months (or such longer period as is determined by the Company required by applicable accounting standards to avoid a charge to the Company’s Human Resources Department's earnings) or shares of Stock that were purchased on the open market; or (c) pursuant to procedures previously approved by the Company, or to their designated agent, at such place and in such manner as through the Company may specify from time to time. Such written notice must be accompanied by payment in full sale of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the on exercise of an this Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or interthrough a broker-dealer quotation system upon which to whom the shares Grantee has submitted an irrevocable notice of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred exercise and irrevocable instructions to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate deliver promptly to the Company in writing at the time amount of the exercise of the Option whether and sale or loan proceeds sufficient to what extent the Optionee is exercising an ISO portion of the Option pay for such Shares, together with, if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation requested by the Company, the Optionee amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. Payment may also be made in such other manner as may be permitted by the Plan at the time of exercise, subject to approval by the Committee. The written notice will be effective and the Option shall be deemed exercised to exercise the ISO portion extent specified in the notice on the date that the written notice (together with required accompaniments) is received by the Secretary of the Option first until such portion is fully exercised and Company at its then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationexecutive offices during regular business hours.

Method of Exercise. The (i) Except as otherwise set forth in the Notice, this Option shall be exercisable by execution and delivery of a written notice approved for such purpose by the Company which shall state the Optionee’s election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with in respect to of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or Company by such means as are determined by the Administrator in its discretion to their designated agent, at such place and in such manner as the Company may specify from time to timeconstitute adequate delivery. Such The written notice must shall be accompanied by payment in full of the Exercise Price for Price. This Option shall be deemed to be exercised upon receipt by the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dCompany of such written notice accompanied by the Exercise Price. (ii) below. No Shares will be issued pursuant As a condition to the exercise of an this Option, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance and such exercise shall or delivery would comply with all relevant provisions of law and the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan and has been approved by the requirements of any stock exchange or inter-dealer quotation system upon which the shares stockholders of the Company’s common stock , or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may then require Optionee to make any reasonable representation and warranty to the Company as may be listed or quotedrequired by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The In order to exercise this Option shall with respect to all or any part of the Shares subject to this Option for which this Option is at the time exercisable, Participant (or any other person or persons having the right to and exercising this Option) must take the following actions: (i) Deliver to the local stock administrator an exercise notice, which may be exercisable by written notice which shall state electronic methods if specified by the Company, stating the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with in respect to of which the Option is being exercised. Such written notice shall exercised and such other representations and agreements as may be signed required by the Optionee and shall be delivered Company pursuant to the provisions of the Plan, using the form prescribed by Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify amended from time to time. Such written notice must be accompanied However, if Company has designated a brokerage firm to assist with Option exercises, Participant may provide exercise instructions to the Company-designated brokerage firm. The Company in its discretion may designate such a broker-assisted exercise as the sole means by payment in full of which to exercise this Option. (ii) Pay the aggregate Exercise Price for the purchased Shares being acquired and by any of the following, or a combination thereof, at the election of the Participant: (a) cash or cash equivalents, (b) check, or (c) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan. (iii) Make appropriate arrangements with the Company (or the Employer) for (a) the satisfaction of all tax withholding requirements applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise Option exercise, or (b), subject to Applicable Laws, the payment of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and amount to the Plan and Company or the requirements of any stock exchange or inter-dealer quotation system upon which Subsidiary equal to the shares amount of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder tax obligations of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as Subsidiary in connection with the grant, vesting, exercise, purchase or sale of an ISO as a result Award to or by the Participant under the Plan or in connection with the sale of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of Shares resulting from the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The To the extent that the right to purchase Shares has accrued hereunder, the Non-Qualified Option shall may be exercisable exercised from time to time by written notice which shall state to the election to exercise some or all of the then-exercisable portion of the Option, and shall specify Company stating the number of Shares with respect to which the Non-Qualified Option is being exercised, together with payment in full, in cash or by certified or cashier's check payable to the order of the Company, of the purchase price for the number of Shares being purchased. Such written notice shall be signed If requested by the Optionee and shall be delivered Committee, prior to the Company’s Human Resources Departmentdelivery of any Shares, the Optionee, or any other person entitled to their designated agentexercise the Non-Qualified Option, at such place shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in such manner as accordance with applicable federal and state statutes, rules and regulations. As a condition to the Company may specify from time to time. Such written notice must be accompanied by payment in full exercise of the Exercise Price Non-Qualified Option, in whole or in part, the Committee may, in its sole discretion, require the Optionee to pay, in addition to the purchase price for the Shares being acquired and purchased upon exercise of this Non-Qualified Option, an amount equal to any applicable payroll federal, state or local withholding or employment taxes as specified that the Committee has determined are required to be paid in Section 4(d) below. No Shares will be issued pursuant to connection with the exercise of an this Non-Qualified Option unless in order to enable the Company to claim a deduction in connection with such issuance and such exercise, or otherwise. As soon after the notice of exercise shall comply with all relevant provisions of law and as the Plan and Company is reasonably able to comply, the requirements Company shall, without payment of any stock exchange transfer or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation issue tax by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person entitled to exercise the Non-Qualified Option, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall be mutually acceptable, a result certificate or certificates for the Shares being purchased upon exercise of so acting the Non-Qualified Option. In the Committee's sole discretion, payment of the purchase price for the number of Shares to be delivered, but not of the amount of any withholding taxes, may be made in whole or in part with shares of Common Stock. If payment is made with shares of Common Stock, the Optionee, or any other person entitled to exercise the Non-Qualified Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock tendered in payment for the Shares, duly endorsed for transfer to the Company. If requested by the Committee, prior to the acceptance of such administrationcertificates in payment for the Shares, the Optionee, or any other person enti tled to exercise the Non-Qualified Option, shall supply the Committee with a written representation and warranty that he has good and marketable title to the shares represented by the certificates, free and clear of liens and encumbrances. The value of the shares of Common Stock tendered in payment for the Shares being purchased shall be their fair market value per share on the date of the Optionee's notice of exercise. Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or association or any federal, state or local law. The Optionee may exercise the Non-Qualified Option for less than the total number of Shares for which the Non-Qualified Option is then exercisable, provided that a partial exercise may not be for less than 100 Shares, unless the remaining Shares exercisable under the Non-Qualified Option is for less than 100 Shares. The Non-Qualified Option may only be exercisable for whole Shares.

Method of Exercise. (a) The Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise in the election to exercise some or all form attached hereto as Exhibit A (such notice, a “Notice of Exercise”); provided, that the then-exercisable portion of the Option, and shall specify the number of Shares Option may be exercised with respect to which whole Shares only. To the Option is being exercised. Such written notice extent applicable, such Notice of Exercise shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired to be exercised (plus payment of the applicable tax withholding) and any applicable payroll withholding taxes as specified a joinder to the Shareholders’ Agreement in Section 4(d) below. No Shares will be issued a form provided by the Company pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares Participant agrees to be bound to the terms and conditions of the Company’s common stock Shareholders’ Agreement. The aggregate Option Price may then be listed or quoted. Assuming such compliancepaid (i) in cash, (ii) its equivalent (e.g., by cashiers’ check), (iii) by reducing the number of Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of deliverable upon the exercise of the Option whether by the number of Shares having a Fair Market Value equal to the Option Price, or (iv) any other form of payment permitted by the Committee in accordance with Section 6.5 of the Plan. Neither the Participant nor the Participant’s representative shall have any rights to dividends, voting rights or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given a Notice of Exercise of the Option, paid in full for such Shares (plus payment of the applicable tax withholding), been issued certificates in the Participant’s name representing such Shares and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the Plan. (b) Notwithstanding any other provision of this Award Agreement to the contrary, the Option may not be exercised prior to: (A) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to what extent comply with applicable securities laws or with this Award Agreement; and (B) the Optionee is exercising an ISO portion completion of any registration or qualification of the Option if anyor the Shares under applicable securities or other laws, or a Nonstatutory Option portion. In default under any ruling or regulation of timely receipt of such written designation by any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (c) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Optionee Company shall be deemed to exercise issue certificates in the ISO portion Participant’s name for such Shares. (d) In the event of the Participant’s death, the Vested Portion of the Option first until such portion is fully exercised shall remain exercisable during the period set forth in Section 4 hereof by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and then distribution as the Nonstatutory Option portioncase may be. The Company Any heir or legatee of the Participant shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability take rights herein granted subject to the Optionee or any other person as a result terms and conditions of so acting in such administrationthis Award Agreement and the Plan.

Method of Exercise. (i) The Option shall be exercisable Participant or the Participant’s representative may exercise the Vested Portion or any part thereof by giving written notice which shall state to the election to exercise some or all Company in the form attached hereto as Exhibit A (the “Notice of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercisedExercise”). Such written notice Notice of Exercise shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price for the Shares being acquired and to be exercised. The aggregate Option Price may be paid in cash, its equivalent (e.g., by check, draft, money order, cashier’s check or wire transfer payable to the Company) or any applicable payroll withholding taxes other form of payment permitted by the Committee in accordance with Section 6.5 of the Plan. Neither the Participant nor the Participant’s representative shall have any rights to dividends, voting rights or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given a Notice of Exercise of the Option, paid the Option Price in full for such Shares, become the record holder of such Shares/been issued certificates in the Participant’s name (or the name of the Participant’s representative, as specified in Section 4(dapplicable) below. No representing such Shares will be issued and, if applicable, satisfied any other conditions imposed by the Committee pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the OptioneePlan. In the event that a portion of the Participant’s death, the Vested Portion shall be exercisable by the executor or administrator of the Participant’s estate, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, during the period(s) set forth in this Section 5. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions of this Award Agreement and the Plan. (ii) Notwithstanding any other provision of the Plan, this Award Agreement or the Employment Agreement to the contrary, the Option may not be exercised, in whole or in part, prior to the completion of any registration or qualification of the Option does not qualify or the Shares under applicable securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option has been validly exercised as an ISO as a result of application of Section 422(d) to any of the CodeShares, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion issue certificates in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in Participant’s name for such administrationShares.

Method of Exercise. The To exercise the Option in whole or in part, the Optionee must deliver written notice of such exercise (a "Notice of Exercise") to the President or Secretary of the Company. Such written notice shall be exercisable by written notice which shall state substantially in the election to exercise some or all of the then-exercisable portion of the Option, form attached hereto as Exhibit A and shall specify the number of Shares with respect shares of Option Stock to which be purchased. A Notice of Exercise shall not be effective (and the Company shall have no obligation to sell any Option Stock to the Optionee pursuant to such Notice) unless it satisfies the terms and conditions contained in this Agreement and actually is received by the Company prior to its expiration or earlier termination as specified herein. Notwithstanding anything contained herein to the contrary, the Optionee may not exercise the Option to purchase less than one hundred (100) shares, unless the Company's Board of Directors otherwise approves or unless the partial exercise is being exercisedfor all remaining shares of Option Stock available under the Option. Such written notice shall be signed by As soon as practicable following receipt from the Optionee of a valid and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place effective Notice of Exercise and in such manner as the Company may specify from time to time. Such written notice must be accompanied by full payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant relating to the exercise a number of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceOption Stock being purchased, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to representing that number of shares shall be issued and delivered by the Optionee for such Shares or the Shares are otherwise transferred Company to the Optionee. In the event ; provided, however, that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at shall have the time of the right and discretion to hold any shares purchased upon exercise of the Option whether and to what extent in escrow for a period ending on the Optionee is exercising an ISO portion date one year following the date of issuance of the Option if any, or a Nonstatutory Option portionstock upon exercise of the Option. In default of timely receipt of During any such written designation by the Companyescrow period, the Optionee shall be deemed have all rights of a shareholder with respect to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability Stock purchased, including but not limited to the Optionee or any other person as a result of so acting in right to vote and to receive dividends on such administrationstock.

Method of Exercise. The Prior to its expiration and to the extent that the right to purchase shares of Common Stock is exercisable hereunder, this Option shall may be exercisable exercised from time to time by written notice which shall state acceptable to the election Company substantially in the form attached hereto as Exhibit A or in such other form as the Company may from time to exercise some or all of the then-exercisable portion of the Optiontime announce, and shall specify stating the number of Shares shares with respect to which the this Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by either (a) payment in full of the Exercise Price exercise price for the Shares being acquired number of shares to be delivered by any method described in Section 5(c) of the Plan, including, without limitation, payment in whole or in part by delivery of shares already owned by the Optionee or by delivery of a recourse promissory note to the Company in the form and any applicable payroll withholding taxes on the terms specified by the Company or (b) a description of a “cashless exercise” procedure and such other documents and undertakings as are necessary to satisfy that procedure. Any exercise of less than all vested shares must be for a minimum of ten shares. If the Optionee (or other person entitled to exercise this Option) fails to pay for and accept delivery of all of the shares specified in Section 4(d) below. No Shares will be issued pursuant such notice upon tender of delivery thereof, his or her right to the exercise of an this Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Sharesshares not paid for may be terminated by the Company. An As soon as practicable after its receipt of such notice, the Company shall, without transfer or issue tax to the Optionee shall have no rights as a shareholder (or other person entitled to exercise this Option), deliver to the Optionee (or other person entitled to exercise this Option), at the principal executive offices of the Company with respect to any or such Shares until and unless there is issued other place as shall be mutually acceptable, a stock certificate to the Optionee or certificates for such Shares shares out of theretofore authorized but unissued shares or the Shares are otherwise transferred to the Optionee. In the event that a portion reacquired shares of the Option does not qualify its Common Stock as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at may elect; provided, however, that the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation delivery may be postponed by the Company, the Optionee shall Company for such period as may be deemed required for it with reasonable diligence to exercise the ISO portion comply with any applicable requirements of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationlaw.

Method of Exercise. The This Option shall be exercisable exercisable, in whole or in part, by written delivery to the Company of an exercise notice in the form attached as EXHIBIT A (the "Exercise Notice") which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall exercised (the "Exercised Shares"), and such other representations and agreements as may be signed required by the Optionee and Company. The Exercise Notice shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised, to the extent applicable to the Exercise Notice, upon receipt by the Company of such fully executed Exercise Notice and any such other representations and agreements as may be required by the Company accompanied by the aggregate Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) belowExercised Shares. No Shares will shall be issued pursuant to the exercise of an this Option unless such issuance and such exercise shall comply with all relevant provisions Applicable Laws. Shares issued pursuant to the exercise of law and this option will be issued in the Plan and name of ___________. Until the requirements issuance of any stock exchange the Shares (as evidenced by the appropriate entry on the books of the Company or inter-dealer quotation system upon which the shares of a duly authorized transfer agent of the Company’s common stock may then be listed ), no right to vote or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no receive dividends or any other rights as a shareholder of the Company shall exist with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the CodeOption, the Optionee may designate to the Company in writing at the time of notwithstanding the exercise of the Option. The Shares shall be issued to the __________ as soon as practicable after the Option whether and is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to what extent the Optionee is exercising an ISO portion date of issuance except as provided in Section 11 of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationPlan.

Method of Exercise. The (i) Subject to Section 3(a), the Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office or its designee written notice which shall state of intent to so exercise; provided that, the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price. The purchase price for the Shares as to which the Option is exercised shall be paid to the Company, at the election of the Participant, (i) in cash or its equivalent (e.g., by check) or (ii) if there should be a public market for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles in order to avoid any applicable payroll compensation expense to the Company for financial reporting purposes), (B) partly in cash and partly in such Shares or (C) subject to such rules as may be established by the Committee, through the delivery of irrevocable instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant relating to the exercise exercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, unless there is an available exemption from such registration, qualification or other legal requirements, the Option unless such issuance and such exercise shall may not be exercised prior to the completion of any registration or qualification of the Option or the Shares that is required to comply with all relevant provisions of law applicable state and the Plan and the requirements federal securities or any ruling or regulation of any stock governmental body or national securities exchange or inter-dealer quotation system upon which compliance with any other applicable federal, state or foreign law that the shares of Committee shall in its sole discretion determine in good faith to be necessary or advisable. (iii) Upon the Company’s common stock may then be listed or quoted. Assuming such compliancedetermination that the Option has been validly exercised as to any of the Shares, the Shares Company shall be considered transferred to issue certificates in the Optionee on the date on which the Option is exercised with respect to Participant’s name for such Shares. An Optionee However, the Company shall have no rights as a shareholder not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the Company with respect to certificates, or any such Shares until and unless there is issued a stock certificate to mistakes or errors in the Optionee for such Shares issuance of the certificates or in the Shares are otherwise transferred to certificates themselves. (iv) Should the Optionee. In Participant die while holding the event that a portion Option, the Vested Portion of the Option does not qualify shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will, by the laws of descent and distribution, or by beneficiary designation, as an ISO as a result of application of the case may be, to the extent set forth in Section 422(d) 3(a). Any heir or legatee of the Code, the Optionee may designate Participant shall take rights herein granted subject to the Company in writing at the time of the exercise of the Option whether terms and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationconditions hereof.

Method of Exercise. The This Option shall be exercisable at such times and under such conditions as shall be determined by written notice which the Committee, including without limitation performance criteria with respect to Company and/or the Optionee, and in accordance with the following terms: (i) This Option shall be exercisable from time to time by delivering an Exercise of Stock Option to the Committee in substantially the form of Exhibit “A” (the “Notice of Exercise”). The Notice of Exercise shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares in respect of which this Option is being exercised and shall contain or be accompanied by such other representations and agreements as to the Optionee’s investment intent with respect to which such Shares as may be required by the Option is being exercisedCompany pursuant to the provisions of the Plan. Such written notice Notice of Exercise shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to timeCommittee. Such written notice must The Notice of Exercise shall be accompanied by payment in full of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dPrice. (ii) below. No Shares will be issued pursuant to the exercise of an this Option unless such issuance and such exercise shall comply with this Agreement, the Plan, all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed listed. (iii) The Company may refrain from delivering or quoted. Assuming such compliance, transferring Shares issued hereunder and under the Shares shall be considered transferred Plan until the Committee has determined that the Optionee has tendered to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to federal, state or local tax owed by the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application exercising this Option, or disposing of Section 422(d) of any Shares, in the Code, the Optionee may designate to event that the Company in writing at the time of the exercise of the Option whether and has a legal liability to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of satisfy such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. tax. (iv) The Company shall use its best efforts and reasonable discretion not be liable to any person or entity for damages due to any delay in administering this provision and shall incur no liability to the Optionee delivery or issuance of any other person as a result of so acting in such administrationstock certificate for any reason whatsoever.

Method of Exercise. (i) The Vested Portion of an Option shall be exercisable by written notice which shall state immediately exercised; provided, that if the election to exercise some or all Fair Market Value of a Share is less than the Option Price on the date the Option vests and becomes exercisable, the Vested Portion of the then-exercisable portion Option shall be cancelled by the Company without consideration. Payment of the Option, and shall specify the number of Shares with respect to which the aggregate Option is being exercised. Such written notice Price shall be signed made by the Optionee and shall be having Shares that would otherwise have been delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full Participant upon exercise of the Exercise Option having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified purchased withheld by the Company; provided, that, if such exercise is in Section 4(d) below. No Shares will be issued connection with acceleration of vesting pursuant to a Distribution Event, then the exercise Fair Market Value of a Share shall include the distribution payable on a Share in connection with such Distribution Event; provided, further, that sixty (60) days following an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such complianceIPO, the Shares shall be considered transferred Participant may elect to pay the Optionee on the date on which the aggregate Option is exercised with respect to such Shares. An Optionee shall have no rights as Price (A) in cash, or its equivalent (e.g., a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(dcheck), (B) of the Code, the Optionee may designate by transferring to the Company in writing Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six (6) months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) if there is a public market for the Shares at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee Company an amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee. The Participant shall have rights to any dividends or other rights of a stockholder with respect to the Shares subject to an Option at such time as the Participant has paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. If the aggregate Option Price is exercising paid by the withholding of Shares, only whole Shares shall be issued, with partial Shares being rounded up to the nearest whole integer. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an ISO portion available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations. (iii) Upon the Company’s determination that an Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the Company, the Optionee shall be deemed to exercise the ISO portion Participant of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationcertificates.

Method of Exercise. The This Option shall be exercisable by written delivery of (i) an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice shall exercised (the “Exercised Shares”), and such other representations and agreements as may be signed required by the Optionee Company (ii) a duly executed copy of the Amended and shall Restated Voting Agreement in the form attached hereto as Exhibit B (as such may be delivered to the Company’s Human Resources Department, amended or to their designated agent, at such place and in such manner as the Company may specify restated from time to time, the “Voting Agreement”) and (iii) a duly executed copy of the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit C (as such may be amended or restated from time to time, the “ROFR and Co-Sale Agreement”). Such written notice must The Exercise Notice shall be accompanied by payment in full of the aggregate Exercise Price for the Shares being acquired and as to all Exercised Shares, together with any applicable payroll withholding taxes as specified in Section 4(d) belowtax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice, the Voting Agreement and the ROFR and Co-Sale Agreement, accompanied by the aggregate Exercise Price, together with any applicable tax withholding. No Shares will shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedApplicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee Participant on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The Option shall be exercisable exercised by tender of payment of the Exercise Price and delivery to the Company at its principal place of business of a written notice, at least three business days prior to the proposed date of exercise, which notice which shall shall: (a) state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with respect to which the Option is being exercised. Such written notice , and the name, address, and social security number of the person in whose name the stock certificate or certificates for such Shares is to be registered; (b) contain any such representations and agreements as to Optionee's investment intent with respect to such Shares as shall be reasonably required by the Committee pursuant to paragraph 7 hereof; and (c) be signed by the Optionee person entitled to exercise the Option, and shall be delivered to if the Company’s Human Resources DepartmentOption is being exercised by any person or persons other than the Optionee, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full proof, satisfactory to the Committee, of the right of such person or persons to 2 exercise the Option. Payment of the Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified may be made in Section 4(d) below. No Shares will be issued pursuant cash or by certified or official bank check payable to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares order of the Company’s common stock . Payment may also be made by surrendering shares of Common Stock (including any Shares received upon a prior or simultaneous exercise of the Option) at the then fair market value of such Common Stock, as determined pursuant to Section 1(b) of Article II of the Plan as of the date of surrender. Payment may also be listed made by combining cash, check or quotedCommon Stock. Assuming After receipt of such compliancenotice in a form satisfactory to the Committee and the acceptance of payment, the Company shall deliver to the Optionee a certificate or certificates representing the Shares purchased hereunder, provided, that if any law or regulation requires the Company to take any action with respect to the Shares specified in such notice before the issuance thereof, the date of delivery of such Shares shall be considered transferred extended for the period necessary to the Optionee on the date on which the Option is exercised with respect to take such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationaction.

Method of Exercise. The (i) This Option shall be exercisable by execution and delivery of the Notice of Exercise attached hereto as Exhibit A or of any other form of written notice approved for such purpose by the Company which shall state the Optionee’s election to exercise some or all of the then-exercisable portion of the this Option, and shall specify the number of Shares with in respect to of which the this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or Company by such means as are determined by the Committee in its discretion to their designated agent, at such place and in such manner as the Company may specify from time to timeconstitute adequate delivery. Such The written notice must shall be accompanied by payment in full of the aggregate Exercise Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(dpurchased Shares. (i) below. No Shares will be issued pursuant As a condition to the exercise of an this Option and as further set forth in Section 13 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax or withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. (ii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such issuance and such exercise shall or delivery would comply with all relevant provisions of law applicable laws, rules and regulations, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan and has been approved by the requirements Company's stockholders, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any stock exchange applicable laws, rules or inter-dealer quotation system upon which the shares regulations, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Company’s common stock Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may then require Optionee to make any representation and warranty to the Company as may be listed required by applicable laws, rules or quotedregulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the this Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company . (iii) Subject to compliance with respect to any such Shares until all applicable laws, rules and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the regulations, this Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise be exercised upon receipt by the ISO portion Company of the Option first until such portion is fully exercised appropriate written notice of exercise accompanied by the Exercise Price and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or satisfaction of any other person as a result of so acting in such administrationapplicable withholding obligations.

Method of Exercise. The This Option shall be exercisable by written delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice"), which shall state the election to exercise some or all of the then-exercisable portion of the this Option, and shall specify the number of Shares with respect to which the this Option is being exercised. Such written notice shall exercised ("Exercised Shares"), and such other representations and agreements as may be signed required by the Optionee and Company. The Exercise Notice shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised when (i) the Company has received a fully executed Exercise Notice, (ii) full payment of the aggregate Exercise Price for the Exercised Shares being acquired has been made, and any (iii) arrangements that are satisfactory to the Committee (or the Disinterested Committee, if applicable) in its sole discretion have been made for the Optionee's payment to the Company of the amount, if any, that the Committee (or the Disinterested Committee, if applicable) determines to be necessary for the Company or a Subsidiary to withhold in accordance with applicable payroll federal or state income tax withholding taxes as specified in Section 4(d) belowrequirements. No Shares will shall be issued pursuant to the exercise of an Option unless such the issuance and such the exercise shall comply complies with all relevant provisions of law and ALL APPLICABLE LAWS, RULES AND REGULATIONS as determined by the Plan and Committee (or the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quotedDisinterested Committee, if applicable) in its sole discretion. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such the Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.

Method of Exercise. The This Option shall be is exercisable by written notice delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall will state the election to exercise some or all of the then-exercisable portion of the Option, and shall specify the number of Shares with in respect to of which the Option is being exercised. Such written notice shall exercised (the “Exercised Shares”), and such other representations and agreements as may be signed required by the Optionee Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must The Exercise Notice will be accompanied by payment in full of the aggregate Exercise Price for as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to be exercised (i) upon receipt by the Shares being acquired Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and any applicable payroll withholding taxes as specified in Section 4(dtax withholding, according to Exhibit B hereto, and (ii) belowall other applicable terms and conditions of the Award Agreement are satisfied. No Notwithstanding anything to the contrary, no Shares will be issued pursuant to the exercise of an the Option unless such issuance and such exercise shall complies with Applicable Law and such policies and procedures as the Company deems appropriate from time to time, including any policies and procedures the Company determines, in its sole discretion, to be necessary or desirable to comply with all relevant provisions Applicable Laws, including without limitation, those promulgated by the PRC State Administration of law and the Plan and the requirements of any stock exchange Foreign Exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised its local agency (“SAFE”) with respect to such Shares. An Optionee shall have no rights as a shareholder Participant’s acquisition of the Company with respect to any such Shares until and unless there is issued a stock certificate pursuant to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationOption.

Method of Exercise. The i. Subject to Section 5(a), the Vested Portion of the Option shall may be exercisable exercised by delivering written notice which shall state of intent to so exercise to the election Company at its principal office; provided that, the Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered accompanied by full payment of the Option Price. Payment of the Option Price may be made at the election of the Participant: (w) in cash or its equivalent (e.g., by check); (x) to the Company’s Human Resources Departmentextent permitted by the Committee, or to their designated agent, at such place and in such manner Shares having a Fair Market Value as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise payment date equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements imposed by the Committee, provided that such Shares have been held by the Participant for more than six months (or such other period as specified established from time to time by the Committee); (y) partially in Section 4(d) below. No Shares will be issued pursuant cash and, to the exercise of an Option unless extent permitted by the Committee, partially in such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange Shares; or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, (z) if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect payment date, subject to such Shares. An Optionee shall have no rights rules as may be established by the Committee, through the delivery of irrevocable instructions to a shareholder of the Company with respect broker to any such sell Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of obtained upon the exercise of the Option whether and to what extent deliver promptly to the Optionee is exercising Company an ISO portion amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid the full Option Price for such Shares and, if applicable, satisfied any other requirements imposed by the Committee. ii. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee determines, in its sole discretion, to be necessary or advisable. iii. Upon the Committee’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to any person or entity for damages relating to any delays in issuing the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves. iv. In default the event of timely receipt of such written designation by the CompanyParticipant’s death, the Optionee shall be deemed to exercise the ISO portion Vested Portion of the Option first until such portion is fully exercised and then shall remain exercisable by the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability Participant’s successor to the Optionee extent set forth in Section 5(a). No beneficiary, executor, administrator, heir {02784647.DOC;3 } 4 or any other person as a result legatee of so acting in such administrationthe Participant shall have greater rights than the Participant under this Agreement or otherwise.

Method of Exercise. The This Option shall be exercisable by written delivery of an exercise notice in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise some or all of the then-exercisable portion of the Option, Option and shall specify the number of Shares with respect to which the Option is being exercisedexercised (the “Exercised Shares”). Such written notice The Exercise Notice shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the aggregate Exercise Price for the Shares being acquired and as to all Exercised Shares, together with any applicable payroll withholding taxes as specified in Section 4(d) belowtax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding. No Shares will shall be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions Applicable Laws. This Option shall not be exercisable and no Shares shall be issued pursuant to the exercise of law an Option unless and until the Company has determined that (A) the Company and the Plan and Participant have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof, (B) any applicable listing requirement of any stock exchange or inter-dealer quotation system upon other securities market on which the shares Shares are listed has been satisfied, and (C) any other applicable provision of the Company’s common stock may then be listed federal, State or quotedforeign law has been satisfied. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee Participant on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as The delivery of certificates representing the Shares (or the transfer to a shareholder Participant on the records of the Company with respect to uncertificated Shares) to be issued in connection with this Option will be contingent upon the Participant entering into any such Shares until and unless there is issued a stock certificate stockholders’ agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationShares.

Method of Exercise. The Optionee may exercise the Option shall be exercisable by providing written notice which shall state stating the election to exercise some or all of the then-exercisable portion of the this Option, and shall specify the number of Shares Company may require making such representations and agreements as to the Optionee’s investment intent with respect to which the Option is being exercisedShares as hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as Secretary of the Company or such other person as may specify from time to timebe designated by the Company. Such The written notice must shall be accompanied by payment in full of the Exercise Price for purchase price in the Shares being acquired and any applicable payroll withholding taxes as specified manner described in Section 4(d) below. No Shares will be issued pursuant to 4(c), by any other agreements required by the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares terms of the Company’s common stock may then be listed Plan, and a Stock Purchase and Restriction Agreement that will restrict the sale or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which other transfer of the Option is exercised Shares, that may include rights of the Company to repurchase the Option Shares upon the occurrence of certain events and that will include such other terms as reasonably determined by the Board in its sole discretion (the “Stock Purchase and Restriction Agreement”). The Optionee will have no right to receive dividends and will have no other rights as a shareholder with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Option Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of notwithstanding the exercise of the Option whether and to what extent Option, until the Optionee is exercising an ISO portion issuance (as evidenced by the appropriate entry on the books of the Option if any, Company or of a Nonstatutory Option portion. In default duly authorized transfer agent of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion ) of the share certificate(s) evidencing the Option first until such portion is fully exercised and then Shares that are being issued upon exercise of the Nonstatutory Option portionOption. The Company will issue (or cause to be issued) such share certificates promptly following the exercise of the Option. The certificate(s) for the Shares as to which the Option shall use its best efforts and reasonable discretion be exercised shall be registered in administering this provision the name of the Optionee and shall incur no liability to contain such legends as may be required by the Optionee Board, the Committee, the terms of the Plan or any other person as a result of so acting in such administrationthe Stock Purchase and Restriction Agreement, and/or by applicable law.

Method of Exercise. The (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(dmay be imposed by the Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles), (C) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price or (D) such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable. (iii) Upon the Company’s determination that the Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the CompanyParticipant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) As a condition to the exercise of any Option evidenced by this Agreement, the Optionee Participant shall be deemed to exercise execute the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationStockholders Agreement.

Method of Exercise. The (i) Subject to Section 3(a), the Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise or by delivering such notice to the election Company by such other method as may be permitted by the Committee; provided that the Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price may be made in cash, or its equivalent, or (x) by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by the Participant for at least 6 months) or (y) subject to such rules as may be established by the Committee and then only to the extent permitted by law, through delivery of irrevocable instructions to a broker to sell the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system otherwise deliverable upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent deliver promptly to the Optionee Company an amount equal to the aggregate exercise price, or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is exercising an ISO portion at least equal to such aggregate exercise price. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory Option portion. In default under any ruling or regulation of timely receipt of such written designation by any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable. (iii) Upon the Company's determination that the Option has been validly exercised as to any of the Shares, the Optionee Company shall issue certificates in the Participant's name for such Shares. However, the Company shall not be deemed liable to exercise the ISO portion Participant for damages relating to any delays in issuing the certificates to him, any loss of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee certificates, or any other person as a result mistakes or errors in the issuance of so acting the certificates or in such administrationthe certificates themselves.

Method of Exercise. The (i) Subject to Section 4(a) of this Award Agreement, the Vested Portion of an Option shall may be exercisable exercised by delivering to the Company at its principal office written notice which shall state of intent to so exercise; provided that the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice exercised and, other than as described in clause (C) of the following sentence, shall be signed by the Optionee and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise aggregate Option Price in respect of such Shares. Payment of the aggregate Option Price may be made (A) in cash, or its equivalent (e.g., a check), (B) by transferring to the Company Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and any applicable payroll withholding taxes satisfying such other requirements as specified in Section 4(dmay be imposed by the Committee, (C) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system upon which the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, if there is a public market for the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate to the Company in writing at the time of payment, subject to such rules as may be established by the Committee, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option whether and deliver promptly to what extent the Optionee is exercising Company an ISO portion amount equal to the aggregate Option Price or (D) by a combination of (A) and (B) above or such other method as approved by the Committee. No Participant shall have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares or otherwise completed the exercise transaction as described in the preceding sentence and, if applicable, has satisfied any other conditions imposed pursuant to this Award Agreement. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of the Option if anyor the Shares under applicable state and federal securities or other laws, or a Nonstatutory under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be required by such laws, rulings or regulations. (iii) Upon the Company’s determination that an Option portionhas been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. In default of timely receipt of such written designation However, the Company shall not be liable to the Participant for damages relating to any reasonable delays in issuing the certificates to the Participant or any loss by the CompanyParticipant of the certificates. (iv) In the event of the Participant’s death, the Optionee Vested Portion of an Option shall be deemed remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to exercise whom the ISO portion Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Award Agreement. Any heir or legatee of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company Participant shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability take rights herein granted subject to the Optionee or any other person as a result of so acting in such administrationterms and conditions hereof.

Method of Exercise. The Option shall may be exercisable exercised, to the extent it is exercisable, by the Optionee's delivery to the Company of written notice which shall state of exercise on any business day, at the election Company's principal office, addressed to exercise some or all the attention of the then-exercisable portion of the Option, and Committee. Such notice shall specify the number of Shares shares of Stock with respect to which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price for the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued shares purchased pursuant to the exercise of an the Option unless such issuance and such shall be made in cash or in cash equivalents. If the Stock is publicly traded, payment in full of the Option Price need not accompany the written notice of exercise shall comply with all relevant provisions provided that the notice of law and exercise directs that the Plan and the requirements of any stock exchange certificate or inter-dealer quotation system upon which certificates for the shares of the Company’s common stock may then be listed or quoted. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date on Stock for which the Option is exercised with respect be delivered to such Shares. An Optionee shall have no rights as a shareholder of the Company with respect to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Code, the Optionee may designate licensed broker acceptable to the Company in writing as the agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option whether and plus the amount (if any) of federal and/or other taxes which the Company may in its judgment, be required to what extent withhold with respect to the Optionee is exercising an ISO portion exercise of the Option if any, or a Nonstatutory Option portionOption. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed An attempt to exercise the ISO portion Option other than as set forth above shall be invalid and of no force and effect. An individual holding or exercising an Option shall have none of the Option first until such portion is fully exercised and then rights of a stockholder (for example, the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 10 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance. Notwithstanding the foregoing, no Optionee who is an executive officer or any other person as director of the Company may exercise the Option in a result manner that violates the policy adopted by the Board of so acting in such administrationDirectors of the Company regarding the cashless exercise of stock options.

Method of Exercise. The This Option shall be is exercisable by written completing the applicable documentation set forth in any on-line brokerage service made available to Optionee by the Company, or by delivery of an exercise notice form, available from the Company’s Stock Plan Administrator (in each case, an “Exercise Notice”), which Exercise Notice shall state the election to exercise some or all of the then-exercisable portion of the this Option, and shall specify the number of Shares with in respect to of which the this Option is being exercisedexercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. Such written notice The Optionee acknowledges and agrees that the Exercise Notice may include such provisions as the Administrator in its sole discretion may determine are desirable including, without limitation, restrictions on transfer, rights to require sale of the shares in the event of a change in control of the Company and limitations on sales immediately following a public offering. The Exercise Notice shall be signed completed by the Optionee and shall be delivered to the Stock Plan Administrator of the Company’s Human Resources Department, or to their designated agentthe on-line brokerage service made available by the Company, at such place and in such manner as the Company case may specify from time to timebe. Such written notice must The Exercise Notice shall be accompanied by payment in full of the aggregate Exercise Price for as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Shares being acquired and any applicable payroll withholding taxes as specified in Section 4(d) belowCompany of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. No Shares will shall be issued pursuant to the exercise of an this Option unless such issuance and such exercise shall comply complies with all relevant provisions of law and the Plan and the requirements of any stock exchange or inter-dealer quotation system service upon which the shares of the Company’s common stock may Common Stock is then be listed or quotedlisted. Assuming such compliance, the Exercised Shares shall be considered considered, for income tax purposes, transferred to the Optionee on the date on which the this Option is exercised with respect to such Exercised Shares. An Optionee shall have no rights as a shareholder of the Company with respect In addition to any such Shares until and unless there is issued a stock certificate to the Optionee for such Shares provisions included in this Agreement or the Shares are otherwise transferred to the Optionee. In the event that a portion of the Option does not qualify as an ISO as a result of application of Section 422(d) of the Codein any Exercise Notice, the Optionee may designate to the Company in writing at the time of the exercise of the Option whether and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee any Exercise Notice shall be deemed to exercise incorporate the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion provisions set forth in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administration.Exhibit A.

Method of Exercise. The (i) Subject to Section 4(a), the Vested Portion of the Option shall may be exercisable exercised by delivering to the Company at its principal office or its designee written notice which shall state of intent to so exercise; provided that, the election Option may be exercised with respect to exercise some or all of the then-exercisable portion of the Option, and whole Shares only. Such notice shall specify the number of Shares with respect to for which the Option is being exercised. Such written notice shall be signed by the Optionee exercised and shall be delivered to the Company’s Human Resources Department, or to their designated agent, at such place and in such manner as the Company may specify from time to time. Such written notice must be accompanied by payment in full of the Exercise Option Price. The purchase price for the Shares as to which the Option is exercised shall be paid to the Company, at the election of the Participant, (i) in cash or by check or (ii) if there should be a public market for the Shares at such time, (A) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being acquired purchased and satisfying such other requirements as may be imposed by the Committee; provided, that if such Shares were acquired, directly or indirectly, from the Company, such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles in order to avoid variable grant date accounting for financial accounting purposes), (B) partly in cash and partly in such Shares or (C) subject to such rules as may be established by the Committee, through the delivery of irrevocable instruments to a broker to sell all or a portion of such Shares and deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. The Participant shall also be required to pay all withholding taxes relating to the exercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, unless there is an available exemption from such registration, qualification or other legal requirements, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares that is required to comply with any applicable payroll withholding taxes as specified in Section 4(d) below. No Shares will be issued pursuant to the exercise of an Option unless such issuance state and such exercise shall comply with all relevant provisions of federal securities law and the Plan and the requirements or any ruling or regulation of any stock governmental body or national securities exchange or inter-dealer quotation system upon which compliance with any other applicable federal, state or foreign law that the shares of Committee shall in its sole discretion determine in good faith to be necessary or advisable. (iii) Upon the Company’s common stock may then be listed or quoted. Assuming such compliancedetermination that the Option has been validly exercised as to any of the Shares, the Shares Company shall be considered transferred to issue certificates in the Optionee on the date on which the Option is exercised with respect to Participant’s name for such Shares. An Optionee However, the Company shall have no rights as a shareholder not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the Company with respect to certificates, or any such Shares until and unless there is issued a stock certificate to mistakes or errors in the Optionee for such Shares issuance of the certificates or in the Shares are otherwise transferred to certificates themselves. (iv) Should the Optionee. In Participant die while holding the event that a portion Option, the Vested Portion of the Option does not qualify shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will, by the laws of descent and distribution, or by beneficiary designation, as an ISO as a result of application of the case may be, for the period set forth in Section 422(d) 4(a). Any heir or legatee of the Code, the Optionee may designate Participant shall take rights herein granted subject to the Company in writing at the time of the exercise of the Option whether terms and to what extent the Optionee is exercising an ISO portion of the Option if any, or a Nonstatutory Option portion. In default of timely receipt of such written designation by the Company, the Optionee shall be deemed to exercise the ISO portion of the Option first until such portion is fully exercised and then the Nonstatutory Option portion. The Company shall use its best efforts and reasonable discretion in administering this provision and shall incur no liability to the Optionee or any other person as a result of so acting in such administrationconditions hereof.