Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of this --------------------------- Option Agreement, the Option may be exercised by upon written notice to the Corporation Company, at its principal business address attention of the Secretaryoffice, which is located at 0 Xxxxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of shares in with respect of to which it is being exercised, and ; shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement ; shall be turned in to the Corporation for action (if required by the Corporation terms thereof) be accompanied by the investment certificate referred to reduce the number of shares to which it applies. Such notice in Paragraph 6; and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company in cash or by certified check. Upon receipt of such notice and payment, the Company, as promptly as practicable (but no later than ten (10) days after receipt of such notice and payment), shall deliver or by cause to be delivered a certificate or certificates representing the shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant with respect to which the Optionee shall receive the number of shares of Stock underlying the Option is so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exerciseexercised. The certificate or certificates for representing the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person the Optionee's spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than after the Optionee (to legal disability or death of the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be validly issued, fully paid and non-assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its principal business address attention of the Secretaryoffices located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the full purchase price of such Shares, in cash which event the Corporation shall deliver a certificate or by checkcertificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, or by (ii) cashier's certified or personal check payable to the order of the Corporation, (iii) in whole shares of the Common StockCorporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by a combination of these methods of paymentthe Corporation withholding Shares that otherwise would be acquired upon such exercise. Payment may also be made by delivery of a notice of “net exercise” Any Shares transferred to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price Corporation (or withheld upon exercise) as payment of the Option divided by purchase price under this option shall be valued at the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on day preceding the date of exerciseexercise of the Option. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, ; or if the Option shall be exercised by the Optionee Employee, and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates such Option shall be registered in the name of the Optionee Employee and another person jointlyperson, as joint tenants with the right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Method of Exercising Option. Subject The Optionee may exercise the Option in whole or in part (to the terms and conditions of this Option Agreement, the Option may be exercised extent that it is exercisable in accordance with its terms) by giving written notice to the Corporation at its principal business address attention in the form annexed hereto as Exhibit A, together with the tender of the Secretaryfull purchase price of the Shares covered by the Option. Such As soon as practicable after receipt by the Corporation of such notice shall state and of payment in full of the election purchase price of all the Shares with respect to exercise which the Option and the number of shares in respect of which it is being has been exercised, a certificate or certificates representing such Shares shall be issued in the name of the Optionee and shall be signed delivered to the Optionee. All Shares shall be issued only upon receipt by the person Corporation of the Optionee's representation that the Shares are purchased for investment and not with a view toward distribution thereof. The purchase price may be paid by (i) cash, (ii) certified or persons so exercising bank check payable to the Option. At that timeorder of the Corporation in the amount of the purchase price, this Option Agreement shall be turned in (iii) if the Shares are then traded on a national securities exchange or on the Nasdaq Capital Market (or successor trading system), a cashless exercise procedure, consisting of authorization from the Optionee to the Corporation for action by to retain from the Corporation to reduce the total number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant Shares as to which the Optionee shall receive the Option is exercised that number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Shares having a Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) the exercise equal to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay purchase price for the exercise price. In the event that payment is made in shares total number of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised is exercised, (iv) if the Shares are then traded on a national securities exchange or on the Nasdaq Capital Market (or successor trading system), delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the purchase price, or delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the purchase price; or (v) by check payable to the order of the Company for the par value of the Shares being purchased plus delivery of the Optionee’s three-year personal full recourse promissory note for the balance of the purchase price, with such note bearing interest payable not less than annually at the applicable federal rate, as defined in Section 1274(d) of the Code; or (vi) any combination of the methods described in (i) through (v) above. In the case of (iii) above, Fair Market Value as of the date of exercise shall be registered in the name determined as of the person last business day for which such prices or persons so exercising quotes are available prior to the Option, date of exercise and shall mean (ori) the last reported sale price (on that date) of the Shares on the principal national securities exchange on which the Shares are traded, if the Option shall be exercised by Shares are then traded on a national securities exchange; or (ii) the Optionee and last reported sale price (on that date) of the Shares on the Nasdaq Capital Market (or successor trading system), if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the OptionShares are not then traded on a national securities exchange.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation Company at its principal business address attention of the Secretarymain office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise full purchase price of such shares, and the Option divided by Company shall deliver a certificate or certificates representing such shares as soon as practicable after the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise pricenotice shall be received. In the event that payment is made in shares the Option shall be exercised pursuant to Paragraph 5 hereof, such notice shall be accompanied by appropriate proof of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value right of such stock on person or persons to exercise the date of exerciseOption. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In All shares that shall be purchased upon the event exercise of the Option as provided herein shall be fully paid and nonassessable. The shares to be issued upon the exercise of options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of any state. The notice exercising the Option shall be exercised by any person or persons other than the Optionee (in a form satisfactory to the extent permitted under this Non-Qualified Stock Option Agreement)Company, such notice and shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of resale or distribution. The certificates for the shares shall be accompanied by appropriate proof subject to any legend condition imposed under the laws of any state. In addition, the right of such person or persons certificate representing the shares shall be subject to exercise the Optionfollowing restrictions and all certificates representing said shares shall bear a conspicuous legend containing said restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Method of Exercising Option. Subject to the terms and conditions of this The Option Agreement, the Option (or any part or installment) may be exercised by written notice to the Corporation Company at its principal business address attention executive office, in substantially the form of Exhibit A attached to this Agreement. The notice must include provision for payment of the Secretary. Such notice shall state full purchase price for the election Shares as to exercise which the Option and the number of shares in respect of which it is being exercised, and shall the exercise must comply with any other condition(s) set forth in this Agreement. The notice must be signed by the person or persons so exercising the Option. At that timeParticipant, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce state the number of shares Shares with respect to which it appliesthe Option is being exercised and shall contain any representation required by the Plan or this Agreement. Such notice Payment of the purchase price for the Shares as to which the Option is being exercised shall be accompanied by payment made (a) in United States dollars in cash or by check, or by shares (b) at the discretion of the Common StockCompany, or by a combination of these methods of payment. Payment may also be made by through delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying Shares having a fair market value equal as of the Option so exercised reduced by date of the number of shares of Stock equal exercise to the aggregate cash exercise price of the Option divided Option, or (c) at the discretion of the Company, by having the Fair Market Value on Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a fair market value equal as of the date of exerciseexercise to the exercise price of the Option, or (d) at the discretion of the Company, by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares Participant’s personal recourse note bearing interest payable not less than annually at no less than 100% of the Common Stockapplicable Federal rate, or (e) at the per share value discretion of the Common Stock Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, or (f) at the discretion of the Company, by any combination of (a), (b), (c), (d) and (e) above. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Fair Market Value Company may delay issuance of such stock on Shares until completion of any action or obtaining of any consent, which the date of exerciseCompany deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Participant and if the Optionee Participant shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Participant and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised exercised, pursuant to Section 4 hereof, by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryCalifornia, which presently is located at 195 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 Xxxn: Stock Plan Administrator. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by (i) cash, certified check, or by bank draft; (ii) (subject to the limitations and with the terms and provisions specified under Paragraph 3 above) certificates for shares of the Common StockStock of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, or by a combination of these methods of payment. Payment may also be made by the execution and delivery of a notice Optionee's promissory note in the principal amount of “net exercise” the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares acquired upon exercise to be pledged to the CorporationCompany to secure payment of the note, pursuant to which as the Optionee shall receive the number Board of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock Directors may specify, equal to at the aggregate exercise price of the Option divided by the Fair Market Value on the date time of exercise, or in the aggregate, the full purchase price of such shares, (iv) by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent cancellation of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion indebtedness of the shares and deliver the sale proceeds directly Company to the Corporation Optionee, (v) by waiver of compensation due or accrued to pay Optionee for services rendered, or (vi) provided that a public market for the Company's stock exists, through consideration received by the Company under a cashless exercise price. In program implemented by the event that payment is made in shares Company, or (vii) any combination of (i), (ii), (iii), (iv), (v), or (vi) above, and the Common Stock, Company shall deliver a certificate or certificates representing the per share value of Shares subject to such exercise as soon as practicable after the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. Until and unless this Option and the issuance of securities hereunder shall have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof.

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the SecretaryClerk. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or if approved by the Corporation, by shares of Common Stock of the Common StockCorporation already owned by the Optionee valued at their fair market value, or by a combination of these methods the foregoing. The fair market value of payment. Payment may also the Corporation's shares for this purpose shall be made determined by delivery the Board of a notice Directors of “net exercise” to the Corporation, pursuant to which the Optionee and any such determination shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value be binding on the date of exerciseall parties. If, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stockhowever, the per share value of the Common Stock of the Corporation is then actively traded on an established over-the-counter market, the price shall be the Fair Market Value average mean between the bid and asked prices quoted in such market on the trading day next preceding the exercise of the Option; and if such stock is listed on any national exchange, the date of exerciseprice shall be the average mean between the high and low sales prices quoted on such exchange during such preceding trading day. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or cash, by check, or by shares of the Common StockStock of the Corporation, or or, by a combination of these methods of paymentmethods. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exerciseexercise of the Option. Payment may also be made, or in the discretion of the Corporation, if in accordance with applicable law, by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise priceprice or by any other means which the Compensation Committee of the Board of Directors of the Corporation, in its discretion, determines to be consistent with the Plan’s purpose and applicable law. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. At the time of the exercise of the Option the Corporation may require, as a condition of the exercise of such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be required to withhold to obtain a deduction for federal income tax purposes as a result of the exercise of the Option by the Optionee.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the SecretaryCompany, Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of shares Common Shares in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice and shall be accompanied by payment in cash full of the Purchase Price for such Common shares. Payment of such Purchase Price shall be made in United States dollars by certified check or bank cashier's check payable to the order of the Company or by checkwire transfer to such account as may be specified by the Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Committee, or by shares of the Common Stock, or by a combination of these methods of payment. Payment Optionee may also be made pay such Purchase Price by delivery of a notice of “net exercise” (i) tendering to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the Company Common Shares with an aggregate exercise price of the Option divided by the Fair Market Value on the date of exerciseexercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, or by (ii) delivery (including delivery by facsimile transmission) to the Corporation or its designated agent Company of an executed irrevocable option exercise form together with a copy of irrevocable instructions to a broker-dealer stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient portion to pay such Purchase Price, or (iii) any combination of the shares methods of payment described in clauses (i) and deliver (ii) and in the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisepreceding sentence. The certificate or certificates for the shares Common Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if . All Common Shares purchased upon the exercise of the Option as provided herein shall be exercised by the Optionee fully paid and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Nonnon-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionassessable.

Method of Exercising Option. Subject Grantee may exercise the Option in accordance with the terms hereof by providing to Company a written notice (the “Exercise Notice”) in the form attached hereto as Exhibit A, specifying the number of vested Units to be purchased and the purchase date, which shall be not less than five (5) nor more than ten (10) days after giving the Exercise Notice unless otherwise agreed to by the Company. On the purchase date, Grantee shall provide to the terms Company: (i) payment in full of the Exercise Price Per Unit for the Units being acquired through the methods permitted by the Plan (except in the event of a Net Exercise); (ii) execution of a joinder to the Company’s LLC Agreement in the form specified therein; and conditions (iii) any other matters (including income tax withholding arrangements) required in accordance with this Option Agreement and the Plan. This Option will be considered exercised with respect to the number of Units Grantee desires to purchase on the date that Company receives all of the foregoing. Grantee shall not acquire any rights or privileges as a Unit holder or Member of the Company for any Units issuable upon the exercise of this Option until such Units have been duly issued by the Company. The Company shall have the right to delay the issue or delivery of any Units to be delivered hereunder until (i) the completion of such registration or qualification of such Units under federal or state law, ruling or regulation as Company deems to be necessary or advisable; (ii) completion of tax withholding or payment arrangements satisfactory to the Company, in accordance with Section 9 below; (iii) receipt from Grantee of such documents and information as Company deems necessary or appropriate in connection with such registration or qualification or the issuance of Units hereunder; and (iv) execution and delivery by Grantee of a written joinder to the Company’s LLC Agreement. In the event of Grantee’s death, the Option may be exercised by written the representative, administrator or other representative of Grantee’s estate, or the person to whom this Option shall pass by will or beneficiary designation. Any certificate or other evidence of Unit ownership following exercise of this Option may be marked with an appropriate legend giving notice to of any transferability, repurchase rights, restrictions and conditions imposed by law, by the Corporation at its principal business address attention Company’s LLC Agreement or by any other agreement among the members of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the OptionCompany.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by upon written notice to the Corporation Company, at its principal business address attention of the Secretaryoffice, which is located at 0 Xxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxx, Xxxxxxxxxxxx 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of shares in with respect of to which it is being exercised, and ; shall be signed by the person or persons so exercising the Option. At that time; shall, this Option Agreement shall if the Company so requests, be turned in to the Corporation for action accompanied by the Corporation investment certificate referred to reduce the number of shares to which it applies. Such notice in Paragraph 6 hereof and shall be accompanied by payment of the full Option price of such shares. The Option price shall be paid to the Company (i) in cash or by checkcash, or in its equivalent, or (ii) unless in the opinion of counsel to the Company to do so may result in a possible violation of law and subject to advance approval by shares the Committee (or, if the Committee does not consist solely of two or more non-employee directors within the meaning of Rule 16b-3(b)(3)(i) under section 16(b) of the Common StockSecurities Exchange Act of 1934, as amended, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporationany successor thereto, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number full Board of shares of Stock equal to the aggregate exercise price Directors of the Option divided Company), in whole or in part through the transfer of Common Shares previously acquired by the Fair Market Value Non-Employee Director, provided the Common Shares so transferred have been held by the Non-Employee Director for more than 12 months on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment the Option price is made paid, in shares whole or in part, with Common Shares, the portion of the Common Stock, exercise price so paid shall equal the per share fair market value of such Common Shares on the date of exercise as determined by the Committee. If there is a market for Common Stock Shares on a registered securities exchange or in an over-the-counter market, "fair market value" shall be equal the Fair Market Value quoted closing price of such stock Common Shares on the date of exercise. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares with respect to which the Option is so exercised. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Non-Employee Director and if the Optionee Non-Employee Director shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Non-Employee Director and another person the Non-Employee Director's spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than after the Optionee (to legal disability or death of the extent permitted under this Non-Qualified Stock Option Agreement)Employee Director, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option this option may be exercised by written notice to the Corporation Company at its principal business address attention of executive office, or to such transfer agent as the SecretaryCompany shall designate. Such notice shall state the election to exercise the Option this option and the number of shares in respect of Option Shares for which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it appliesoption. Such notice shall be accompanied by payment of the full purchase price of such shares, either (a) in United States dollars in cash or by check, or (b) through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of this option, (c) consistent with applicable law, by shares delivery of the Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the code, (d) consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock, or by a combination Stock acquired upon exercise of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” this option and an authorization to the Corporation, pursuant broker or selling agent to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal pay that amount to the aggregate exercise price of Company, which sale shall be at the Option divided by participant's direction at the Fair Market Value on the date time of exercise, or (e) by delivery any combination of (including delivery by facsimile transmissiona), (b), (c) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise(d) above. The Company shall deliver a certificate or certificates for the representing such shares as to which soon as practicable after the Option notice shall have been so exercised be received. Such certificate or certificates shall be registered in the name of the person or persons so exercising the Option, this option (or, if the Option shall be this option is exercised by the Optionee and if the Optionee shall so request requests in the notice exercising the Optionthis option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option). In the event the Option shall be exercised this option is exercised, pursuant to Section 5 hereof, by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optionthis option.

Method of Exercising Option. Subject to the terms and conditions of ---------------------------- this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Secretary of the Corporation at its principal business address attention of the Secretaryoffices which are presently located at 000 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the full purchase price of such Shares, in which event the Corporation shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in cash or by checkcashier's, certified or by shares personal check payable to the order of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, ; or if the Option shall be exercised by the Optionee Employee, and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates such Option shall be registered in the name of the Optionee Employee and another person jointlyperson, as joint tenants with the right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Corporation shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Method of Exercising Option. Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by written notice to the Corporation Company, at its principal business address attention of the Secretaryoffice, which is located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice shall state the election to exercise the Option Option, and the number of shares in with respect of to which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time; shall, this Option Agreement shall unless the Company otherwise notifies the Employee, be turned in to the Corporation for action accompanied by the Corporation investment certificate referred to reduce the number of shares to which it applies. Such notice in Section 6; and shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination full Option price of these methods of paymentsuch shares. Payment may also The Option price shall be made by delivery of a notice of “net exercise” paid to the Corporation, pursuant to which the Optionee shall receive the number of shares of Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by Company, in accordance with Section 7.1(f)(ii) of the Fair Market Value 2003 Plan (as in effect on the date of exercise, this Stock Option Grant and Agreement); (iv) any combination of (i)-(iii); or (v) by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent delivering a properly executed notice of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made Option in shares accordance with Section 7.1(f)(iii) of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock 2003 Plan (as in effect on the date of exercisethis Stock Option Grant and Agreement). The Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates for representing the shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be is exercised by the Optionee Employee and if the Optionee shall Employee so request requests in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person the Employee's spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons other than after the Optionee (to legal disability or death of the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and not assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice to the Corporation at its principal business address attention of the SecretaryCompany, Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of shares Common Shares in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice and shall be accompanied by payment in cash full of the Purchase Price for such Common shares. Payment of such Purchase Price shall be made in United States dollars by certified check or bank cashier’s check payable to the order of the Company or by checkwire transfer to such account as may be specified by the Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Committee, or by shares of the Common Stock, or by a combination of these methods of payment. Payment Optionee may also be made pay such Purchase Price by delivery of a notice of “net exercise” (i) tendering to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the Company Common Shares with an aggregate exercise price of the Option divided by the Fair Market Value on the date of exerciseexercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, or by (ii) delivery (including delivery by facsimile transmission) to the Corporation or its designated agent Company of an executed irrevocable option exercise form together with a copy of irrevocable instructions to a broker-dealer stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient portion to pay such Purchase Price, or (iii) any combination of the shares methods of payment described in clauses (i) and deliver (ii) and in the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisepreceding sentence. The certificate or certificates for the shares Common Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if . All Common Shares purchased upon the exercise of the Option as provided herein shall be exercised by the Optionee fully paid and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, non-assessable. The Company’s Xxxxxxx Xxxxxxx Policy 110 requires that all Insiders must pre-clear with the right Law Department all proposed transactions in Qwest Securities, including, but not limited to, exercises of survivorship) and shall be delivered as provided above options prior to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), effecting such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optiontransaction.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option The Options may be exercised by the Grantee, or by the Grantee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Exhibit A) signed by the Grantee, or by such administrators, executors or personal representatives, and delivered or mailed to the Corporation at its principal business address Company as specified in this Agreement to the attention of the SecretaryChief Financial Officer or such other officer as the Company may designate. Such Any such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive (a) specify the number of shares of Stock underlying common stock which the Option so exercised reduced Grantee or the Grantee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to this Agreement, and (c) be accompanied by (i) a certified or cashier’s check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of common stock owned by the Grantee and duly endorsed or accompanied by stock transfer powers having a fair market value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier’s check accompanied by the number of shares of Stock equal common stock where fair market value when added to the aggregate exercise price amount of the Option divided by check equal the Fair Market Value on the date total Exercise Price applicable to such shares purchased hereunder. Upon receipt of exerciseany such notice and accompanying payment, or by delivery (including delivery by facsimile transmission) and subject to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions terms hereof, the Company agrees to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly issue to the Corporation to pay for Grantee or the exercise price. In Grantee's administrators, executors or personal representatives, as the event that payment is made in shares of the Common Stockcase may be, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the number of shares as to which the Option shall have been so exercised shall be specified in such notice registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the OptionOptions. In the event that the Option shall be exercised Company agrees to allow the exercise of the Options by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Grantee, such notice shall be accompanied by appropriate proof acceptable to the Company of the right of such person or persons to exercise the OptionOptions.

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Corporation at Company, care of its principal business address attention of the SecretaryChief Financial Officer, 1000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000. Such notice shall state the election to exercise execute the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that timeSuch notice shall either: (a) be accompanied by payment of the full purchase price of such shares, this Option Agreement in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be turned received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to the Corporation for action by order of the Corporation Company or, if applicable pursuant to reduce Paragraph 2 hereof with the consent of the Compensation Committee, the transfer of the appropriate shares of stock or reduction of the appropriate number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares delivered upon exercise of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exerciseOption. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Holder and if the Optionee Holder shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Holder and another person jointly, with the right of survivorshipsurvivorship or in the name of the Holder’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In All shares that shall be purchased upon the event exercise of the Option as provided herein shall be exercised by any person or persons other than fully paid and non-assessable. As a condition of the Optionee (issuance of shares hereunder, the Holder agrees to remit to the extent permitted Company at the time of any exercise of this Option any taxes required to be withheld by the Company under this Non-Qualified Stock Option Agreement)federal, such notice shall be accompanied by appropriate proof state or local law as a result of exercise. With the approval of the right Committee, the Holder may remit such amount by an appropriate reduction of the number of shares to be delivered to the Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Employer valued at its fair market value (if such person common stock has been owned by the Holder for at least six months). The Common Shares issued upon exercise of the Option may not be transferred except in accordance with applicable federal or persons state securities laws. Any certificate representing such shares will bear a legend to exercise the Optionfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AS A CONDITION TO THE TRANSFER OF THE SHARES, THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS OR THAT SUCH TRANSFER HAS BEEN REGISTERED UNDER FEDERAL AND ALL APPLICABLE STATE SECURITIES LAWS.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation Company at its principal business address attention of the Secretarymain office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise full purchase price of such shares, and the Option divided by Company shall deliver a certificate or certificates representing such shares as soon as practicable after the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (pursuant to the extent permitted under this Non-Qualified Stock Option Agreement)Section 6 hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The shares to be issued upon the exercise of options granted under the Plan have not been registered with the Securities and Exchange Commission, nor have they been registered or qualified under the laws of any state. The notice exercising the Option shall be in a form satisfactory to the Company, and shall affirm that the purchaser is acquiring the shares for the purchaser's own account for investment and not for the purposes of resale or distribution. The certificates for the shares shall be subject to any legend condition imposed under the laws of any THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryWashington, which presently is located at 20000 00xx Xxxxx XX, #000, Xxxxxxx, XX 00000. Such notice shall state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by cash, certified check, bank draft or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” (subject to the Corporation, pursuant to which limitations and with the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, prior approval required under Paragraph 3 above) a promissory note or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay certificates for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value Shares of the Common Stock of the Company equal to at the time of exercise, in the aggregate, the full purchase price of such Shares, and the Company shall deliver a certificate or certificates representing the Shares subject to such exercise as soon as practicable after the notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any Shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all Shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above Notice of Exercise of Stock Option in the form attached hereto as Exhibit B.

Method of Exercising Option. Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryCalifornia, which presently is located at 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by (i) payment in cash or by cash, certified check, bank draft or by certificates for shares of the Common StockStock of the Company equal to, in the aggregate, the full purchase price of such shares, and (ii) payment in cash, certified check or by a combination bank draft of these methods of payment. Payment may also be made by delivery of a notice of “net any payroll withholding taxes resulting from the exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced as determined by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, Company. The Company shall deliver a certificate or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of certificates representing the shares and deliver subject to such exercise as soon as practicable after the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Corporation at Company, care of its principal business address attention of the SecretaryChief Financial Officer, Xxx Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Such notice shall state the election to exercise execute the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall either: (a) be accompanied by payment in cash or by check, or by shares of the Common Stockfull purchase price of such shares, in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company's Transfer Agent Offices, against delivery of a combination of these methods of paymentcertificate or certificates representing such shares. Payment may also of such purchase price shall, in either case, be made by delivery of a notice of “net exercise” check payable to the Corporationorder of the Company or, if applicable pursuant to which Paragraph 2 hereof, the Optionee shall receive transfer of the number of appropriate shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisestock. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorshipsurvivorship or in the name of the Employee's spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In All shares that shall be purchased upon the event exercise of the Option as provided herein shall be exercised by any person or persons other than fully paid and non-assessable. As a condition of the Optionee (issuance of shares hereunder, the Employee agrees to remit to the extent permitted Company at the time of any exercise of this Option any taxes required to be withheld by the Company under this Non-Qualified Stock Option Agreement)federal, state or local law as a result of exercise. The Employee may remit such notice shall be accompanied amount by an appropriate proof reduction of the right number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such person or persons to exercise common stock has been owned by the OptionEmployee for at least six months).

Method of Exercising Option. Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by written notice to the Corporation Company, at its principal business address attention of the Secretaryoffice, which is located at 000X Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice shall state the election to exercise the Option Option, and the number of shares in with respect of to which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time; shall, this Option Agreement shall unless the Company otherwise notifies the Employee, be turned in to the Corporation for action accompanied by the Corporation investment certificate referred to reduce the number of shares to which it applies. Such notice in Section 6; and shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination full Option price of these methods of paymentsuch shares. Payment may also The Option price shall be made by delivery of a notice of “net exercise” paid to the Corporation, pursuant to which the Optionee shall receive the number of shares of Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by Company, in accordance with Section 7.1(f)(ii) of the Fair Market Value Plan (as in effect on the date of exercise, this Stock Option Grant and Agreement); (iv) any combination of (i)-(iii); or (v) by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent delivering a properly executed notice of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made Option in shares accordance with Section 7.1(f)(iv) of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock Plan (as in effect on the date of exercisethis Stock Option Grant and Agreement). The Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates for representing the shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be is exercised by the Optionee Employee and if the Optionee shall Employee so request requests in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person the Employee's spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons other than after the Optionee (to legal disability or death of the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and not assessable by the Company.

Method of Exercising Option. Subject to compliance with the terms and conditions of this Option AgreementAgreement and applicable securities laws, the Option may be exercised in whole or in part at any time or from time to time after the Grant Date and on or before the Expiration Date by written notice to the Corporation delivery (including. without limitation, delivery by facsimile}of the form of Notice of Exercise attached hereto as Exhibit 1 (the ''Notice of Exercise"), duly executed by the Optionee, at its the principal business address attention of the Secretary. Such notice shall state Company, and as soon as practicable after such date, (i) surrendering this Option Agreement at the election address of the Company, and (ii} providing payment, by check or by wire transfer, of an amount equal to exercise the Option and product obtained by multiplying the number of shares in respect Option Shares being purchased upon such exercise by the then effective Exercise Price. As soon as practicable on or after the date of which it is being exercisedan exercise of the Option, and the Company shall be signed by deliver to the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in entitled to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to same a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the number of whole shares as of Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon an exercise of the Option. As to any fraction of a share which the Option shall have been so exercised shall Optionee would otherwise be registered entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the name Exercise Price or round up to the next whole share. In case of the person or persons so exercising any partial exercise of the Option, (or, if the Grantee and the Company shall cancel this Option Agreement upon surrender hereof and shall execute and deliver a new Option Agreement of like tenor and date for the balance of the Option Shares purchasable hereunder. This Option Agreement shall be deemed to have been exercised on the close of business on the date of delivery of the Notice of Exercise as provided above. The Company acknowledges that the person entitled to receive the Option Shares issuable upon exercise of the Option shall be exercised by treated for all purposes as the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name holder of record of such shares as of the Optionee and another person jointly, with close of business on the right of survivorship) and shall be delivered as provided above date the Grantee is deemed to or upon the written order of the person or persons exercising the Option. In the event the Option shall be have exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryCalifornia, which presently is located at 0000 X. Xxxxx, Suite 100, Santa Ana, California 92704. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by (i) payment in cash or by cash, certified check, bank draft or by certificates for shares of the Common StockStock of the Company equal to, in the aggregate, the full purchase price of such shares, and (ii) payment in cash, certified check or by a combination bank draft of these methods of payment. Payment may also be made by delivery of a notice of “net any payroll withholding taxes resulting from the exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced as determined by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, Company. The Company shall deliver a certificate or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of certificates representing the shares and deliver subject to such exercise as soon as practicable after the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee Employee (to the extent permitted under this Non-Qualified Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreementagreement, the Option this option may be exercised by written notice to Excel, at the Corporation at its principal business address attention executive office of the SecretaryExcel, or to such transfer agent as Excel shall designate. Such notice shall state the election to exercise the Option this option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it appliesoption. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise full purchase price of such shares, and Excel shall deliver a certificate or certificates representing such shares as soon as practicable after the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares notice and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock purchase price shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, this option (or, if the Option this option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Optionthis option and Excel shall, the certificate or certificates in its sole discretion, agree, shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) ), and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised pursuant to Section 4 hereof by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. All shares that shall be purchased upon the Optionexercise of this option as provided herein shall be fully paid and non- assessable and shall be subject to the stock transfer restrictions set forth herein. All such shares and any shares of capital stock of Excel thereafter acquired by Optionee as a result of any subdivision, combination or reclassification of outstanding shares into a greater or smaller number of shares, or as a result of any recapitalization, reorganization, stock split, stock dividend or any similar event, are referred to herein as the "Shares."

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by contacting the stock broker designated by the Company from time to time and following such broker’s instructions. Alternatively, if Optionee wishes to use his or her personal stock broker, Optionee may provide written notice to the Corporation at its principal business address attention of the SecretaryCompany, Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of shares Common Shares in respect of which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice and shall be accompanied by payment in cash full of the Purchase Price for such Common shares. Payment of such Purchase Price shall be made in United States dollars by certified check or bank cashier’s check payable to the order of the Company or by checkwire transfer to such account as may be specified by the Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Committee, or by shares of the Common Stock, or by a combination of these methods of payment. Payment Optionee may also be made pay such Purchase Price by delivery of a notice of “net exercise” (i) tendering to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the Company Common Shares with an aggregate exercise price of the Option divided by the Fair Market Value on the date of exerciseexercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, or by (ii) delivery (including delivery by facsimile transmission) to the Corporation or its designated agent Company of an executed irrevocable option exercise form together with a copy of irrevocable instructions to a broker-dealer stockbroker to sell Common Shares or to authorize a loan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient portion to pay such Purchase Price, or (iii) any combination of the shares methods of payment described in clauses (i) and deliver (ii) and in the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisepreceding sentence. The certificate or certificates for the shares Common Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if . All Common Shares purchased upon the exercise of the Option as provided herein shall be exercised by the Optionee fully paid and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, non-assessable. The Company’s Xxxxxxx Xxxxxxx Policy 100.110 requires that all Insiders must pre-clear with the right of survivorship) and shall be delivered as provided above Law Department all proposed transactions in Qwest Securities prior to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Optiontransaction.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option option may be exercised by written notice to the Corporation at its principal business address attention of the SecretaryCompany. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising who shall exercise the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall either (a) be accompanied by payment in cash or by check, or by shares of the Common Stockfull purchase price of such shares, in which event the Company shall deliver a certificate or certificates representing such shares as soon as practicable after notice shall be received; or (b) fix a date (not less than five (5) nor more than fifteen (15) business days from the date such notice shall be received by a combination the Company) for the payment of these methods the full purchase price of payment. Payment may also be made by such shares against delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, certificate or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise pricecertificates representing such shares. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The A certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising who shall exercise the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person who shall exercise the Option. As a condition to the issuance of the shares as to which the Option shall be exercised, the Employee authorizes the Company to withhold from any regular cash compensation payable to [him] [her] any taxes required to be withheld by the Company under Federal, North Carolina or persons exercising other local law as a result of the exercise of the Option; provided, however, if the Company so requests, the person who shall exercise the Option shall in the alternative remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option. In the event the Option shall be exercised pursuant to Paragraph 6, by any person or persons other than the Optionee (to Employee, the extent permitted under this Non-Qualified Stock Option Agreement), such notice of exercise shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased in the exercise of the Option shall be fully paid and non-assessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option this option may be exercised by written notice to the Corporation Company, at its the principal business address attention executive office of the SecretaryCompany, or at such transfer agent as the Company shall designate. Such notice shall state the election to exercise the Option this option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising this option. Upon any exercise of vested options, the Option. At that time, this Option Agreement Employee shall be turned entitled to designate whether and to what extent he is exercising vested ISOs or Non-Qualified Options, in each case up to the Corporation for action by the Corporation to reduce the maximum number of shares vested options of each type, and in the absence of any designation, the Employee shall be deemed to which it applieshave exercised ISOs to the maximum extent possible, and any excess shall be deemed to be an exercise of Non-Qualified Options. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise full purchase price of such shares, and the Option divided by Company shall deliver a certificate or certificates representing such shares as soon as practicable after the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option this option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, this option (or, if the Option option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Optionthis option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionthis option. In the event the Option this option shall be exercised exercised, pursuant to Article 5 hereof, by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this option. All shares that shall be purchased upon the Optionexercise of this option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation Company at its their principal business address attention office, which is presently located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000. A copy of the Secretary. which is attached as Exhibit A. Such notice shall be given and received, as specified in Section 11 hereof, prior to the Termination Time; shall state the election to exercise the Option and the number of shares in Option Shares with respect of to which it is being exercised, and ; shall be signed by the person or persons so exercising the Option. At ; shall (unless the Company otherwise agrees) be accompanied by a representation that time, this the Option Agreement shall Shares being acquired upon exercise of the Option are being acquired for investment and can be turned in to the Corporation for action sold as permitted by the Corporation to reduce the number of shares to which it applies. Such notice law; and shall be accompanied by payment of the full Option Price of such Option Shares. The Option Price shall be paid in cash or by bank or cashier=s check. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall cause to be delivered by the transfer agent for Ultitek a certificate or by shares of certificates representing the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant Option Shares with respect to which the Optionee shall receive the number Option is so exercised, free and clear of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exerciseany and all security interests, claims, liens or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exerciseencumbrances. The certificate or certificates for the shares as to which the such Option shall have been so exercised Shares shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be is exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person his spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised exercised, to the extent permitted hereunder, by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)after legal disability or death of Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.. At the time of delivery of the option shares, Optionee shall execute a Shareholder Agreement, attached hereto as Exhibit AB@.

Method of Exercising Option. Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by written notice to the Corporation Company, at its principal business address attention of the Secretaryoffice, which is located at 000X Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice shall state the election to exercise the Option Option, and the number of shares in with respect of to which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time; shall, this Option Agreement shall unless the Company otherwise notifies the Employee, be turned in to the Corporation for action accompanied by the Corporation investment certificate referred to reduce the number of shares to which it applies. Such notice in Paragraph 6; and shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination full Option price of these methods of paymentsuch shares. Payment may also The Option price shall be made by delivery of a notice of “net exercise” paid to the Corporation, pursuant to which the Optionee shall receive the number of shares of Company in: (i) cash; (ii) cash equivalent; (iii) Common Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by Company, in accordance with Section 8(d)(2)(B)(i) of the Fair Market Value Plan (as in effect on the date of exercise, this Stock Option Grant and Agreement); (iv) any combination of (i)-(iii); or (v) by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent delivering a properly executed notice of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made Option in shares accordance with Section 8(d)(2)(B)(iv) of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock Plan (as in effect on the date of exercisethis Stock Option Grant and Agreement). The Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates for representing the shares as with respect to which the Option shall have been is so exercised exercised. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be is exercised by the Optionee Employee and if the Optionee shall Employee so request requests in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person the Employee's spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be is exercised by any person or persons other than after the Optionee (to legal disability or death of the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and not assessable by the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee Employee (to the extent permitted under this Non-Qualified Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mall to the the, Corporation at its principal business address attention of the Secretaryoffices presently located at 226 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the full purchase price of such Shares, in cash which event the Corporation shall deliver a certificate representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, (ii) cashier's, certified or by checkpersonal check payable to the order of the Corporation, or by (iii) in whole shares of the Common StockCorporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by a combination of these methods of paymentthe Corporation withholding Shares that otherwise would be acquired upon such exercise. Payment may also be made by delivery of a notice of “net exercise” Any Shares transferred to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price Corporation (or withheld upon exercise) as payment of the Option divided by purchase price under this option shall be valued at the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on day preceding the date of exerciseexercise of the Option. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, ; or if the Option shall be exercised by the Optionee Employee, and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates such Option shall be registered in the name of the Optionee Employee and another person jointlyperson, as joint tenants with the right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Company shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements. Upon request by Employee, the Company hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the loan or other collateral acceptable to Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or cash, by check, or by shares of the Common StockStock of the Corporation, or, if so approved by the Committee, by a promissory note in a form specified by the Committee, or by a combination of these methods methods. In the event that payment is made in shares of paymentthe Common Stock, the per share value of the Common stock shall be the last trading price of the Common Stock on the trading day next preceding the date of exercise of the Option. Payment may also be made by delivery of a notice of “net exercise” to made, in the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price discretion of the Option divided by the Fair Market Value on the date of exerciseCommittee, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price, or by any other means which the Committee, in its discretion, determines to be consistent with the Plan's purpose and applicable law. In Any Optionee holding two or more options that are partially or wholly exercisable at the event that payment is made same time may exercise said options (to the extent they are then exercisable) in shares any order the Optionee chooses, regardless of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exerciseorder in which said options were granted. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised exercised, pursuant to paragraph 5 hereof, by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. At the time of the exercise of the Option the Corporation may require, as a condition of the exercise of such Option, the Optionee to pay the Corporation an amount equal to the amount of tax the Corporation may be required to withhold to obtain a deduction for federal income tax purposes as a result of the exercise of the Option by the Optionee.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and such administrative regulations as may be adopted by the Compensation Committee of the Board of Directors of the Company (the “Committee”), the Option may be exercised by written notice to the Corporation at its principal business address attention Chief Financial Officer of the SecretaryCompany at the principal office of the Company. Such notice shall state the election to exercise the Option and the number of shares Option Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the full exercise price of such Option Shares, which payment shall be made either (i) in cash cash, (ii) certified check or bank draft payable to the Company or (iii) by check, or by delivery of shares of Common Stock of the Common StockCompany with a Fair Market Value equal to the exercise price, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation(i), pursuant to (ii) and/or (iii) which the Optionee together shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares Option Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and or if the Optionee shall so request in the notice exercising the Optionelects, the certificate or certificates shall be registered in the name of the Optionee and another or one other person jointlyas joint tenants, with the right of survivorship) and shall be delivered as provided above soon as practicable after the notice shall have been received. In addition to the exercise of all or upon the written order a portion of the person or persons exercising Option by the Option. In payment of the event the Option shall be exercised by exercise amount as set forth above, and in lieu of any person or persons other than such payment, the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement), such notice shall be accompanied by appropriate proof of has the right of such person or persons to exercise the OptionOption by surrendering the Option in exchange for the number of shares of Stock equal to the product of (x) the number of shares of Stock as to which the Option is being exercised multiplied by (y) a fraction, the numerator of which is the current market price of the Stock less the exercise price then in effect and the denominator is the current market price. Current market price shall be equal to the closing price of a share of Stock reported on NASDAQ or other principal exchange on which the Stock is listed as of the business day immediately prior to the day of exercise, provided that if at the time of determination the Stock is not listed, then the current market price shall be deemed to have a value as determined by a good faith determination of the Board of Directors of the Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the SecretaryCompany, Attention: General Counsel. Such notice shall state the election to exercise the Option and Option, the number of shares in of Stock with respect of to which it the Option is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying If the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (director to whom the extent permitted under this Non-Qualified Stock Option Agreement)was originally granted, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option or portion thereof shall be provided. The purchase of the Stock pursuant to the Option shall take place at the principal office of the Company within 3 days following delivery of such notice, at which time the Purchase Price of the Stock shall be paid in full. Payment of the Purchase Price may be made in any of the following methods or in any combination of such methods, at the option of the Option Holder: (a) cash; (b) certified check, cashier's check, or other check acceptable to the Company, payable to the order of the Company; (c) delivery to the Company of irrevocable instructions to a broker (to the extent permissible under applicable law) to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Purchase Price of the Stock (a "cashless exercise" or "same-day sale" transaction) or (d) delivery to the Company of certificates representing the number of shares of Stock then owned by the Option Holder, the Fair Market Value of which (determined as of the date the notice of exercise is delivered to the Company) equals the price of the Stock to be purchased pursuant to the Option, properly endorsed for transfer to the Company. No Option may be exercised by delivery to the Company of certificates representing Stock unless such Stock has been held by the Option Holder for more than six months. Upon notice to the Company of exercise of the Option and payment of the Purchase Price, the exercise of the Option shall be deemed to be effective, and a properly executed certificate or certificates representing the Stock so purchased shall be issued by the Company and delivered to the Option Holder.

Method of Exercising Option. Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised by written notice delivered in person or by first class mail to the Corporation at its principal business address attention of the Secretaryoffices presently located at 000 Xxxxxx Xxxxxx, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment of the full purchase price of such Shares, in cash which event the Corporation shall deliver a certificate representing such Shares as soon as practicable after the notice shall be received. Payment of such purchase price shall, in either case, be made in (i) cash, (ii) cashier's, certified or by checkpersonal check payable to the order of the Corporation, or by (iii) in whole shares of the Common StockCorporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iv) by a combination of these methods of paymentthe Corporation withholding Shares that otherwise would be acquired upon such exercise. Payment may also be made by delivery of a notice of “net exercise” Any Shares transferred to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price Corporation (or withheld upon exercise) as payment of the Option divided by purchase price under this option shall be valued at the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on day preceding the date of exerciseexercise of the Option. The certificate or certificates for the shares Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, ; or if the Option shall be exercised by the Optionee Employee, and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates such Option shall be registered in the name of the Optionee Employee and another person jointlyperson, as joint tenants with the right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Upon the exercise of less than all of the Options hereunder, the Company shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements. Upon request by Employee, the Company hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the loan or other collateral acceptable to Company.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice (the “Notice”) to the Corporation at its principal business address attention of the SecretaryCompany, 00000 Xxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Chief Financial Officer. Such notice Notice shall state the election to exercise the Option and the number of shares in with respect of to which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice Notice shall be accompanied by payment in cash or by check, or by shares of the Common Stockfull Purchase Price of such shares, and the Company shall deliver a certificate or by a combination of these methods of paymentcertificates representing such shares as soon as practicable after the Notice is received. Payment may also of such purchase price shall be made by delivery of a notice of “net exercise” certified or cashier’s check payable to the Corporation, pursuant order of the Company or by transfer to which the Optionee shall receive the number Company of shares of Common Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the valued for this purpose at their Fair Market Value on at the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exerciseany combination thereof. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice Notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to to, or upon the written order of of, the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Employee, such notice Notice shall be accompanied by appropriate proof satisfactory to counsel to the Company of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Exercising Option. Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by written notice to the Corporation at Corporation, care of its principal business address attention of the SecretaryChief Financial Officer, Oxx Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 00000. Such notice shall state the election to exercise execute the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall either: (a) be accompanied by payment in cash or by check, or by shares of the Common Stockfull purchase price of such shares, in which event the Corporation shall deliver a certificate or certificates representing such shares as soon as practicable after the notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a combination of these methods of paymentcertificate or certificates representing such shares. Payment may also of such purchase price shall, in either case, be made by delivery of a notice of “net exercise” check payable to the Corporationorder of the Corporation or, if applicable pursuant to which Paragraph 2 hereof, the Optionee shall receive transfer of the number of appropriate shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisestock. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, Option (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorshipsurvivorship or in the name of the Employee’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In All shares that shall be purchased upon the event exercise of the Option as provided herein shall be exercised by any person or persons other than fully paid and non-assessable. As a condition of the Optionee (issuance of shares hereunder, the Employee agrees to remit to the extent permitted Corporation at the time of any exercise of this Option any taxes required to be withheld by the Corporation under this Non-Qualified Stock Option Agreement)federal, state or local law as a result of exercise. The Employee may remit such notice shall be accompanied amount by an appropriate proof reduction of the right number of shares to be delivered to the Employee upon exercise, or by the Employee delivering sufficient shares of common stock of the Employer valued at its fair market value (if such person common stock has been owned by the Employee for at least six months). If the Employee uses already owned shares to pay the exercise price, tax withholding, or persons both in accordance with Paragraphs 2 and 9, the Corporation, at the absolute discretion of the Compensation Committee of the Board of Directors of the Corporation, may grant a replacement option to exercise the OptionEmployee for the shares so used.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreementhereof, the Option may be exercised (to the extent then exercisable) by written notice delivered to AI and signed by the Corporation at its principal business address attention of Optionee or other person or persons entitled to exercise the SecretaryOption. Such notice shall state the election to exercise the Option and the number of shares Optioned Shares in respect of which it the Option is being exercised, exercised and shall include such written representations as the Committee may from time to time determine to be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned desirable in to the Corporation for action by the Corporation to reduce the number of shares to which it appliesconnection with compliance with securities and other laws and regulations. Such notice shall be accompanied by payment delivery of the full purchase price of such Optioned Shares in cash or by checkcheck payable to the order of AI, unless the Committee shall have determined to accept or withhold, in full or partial payment of such purchase price, shares of Class A Common Stock of AI. Such notice shall also be accompanied by payment, in cash or by check payable to the order of AI, of the minimum amount of any taxes required by law to be withheld by AI in respect of such exercise, unless the Committee shall have determined to accept or withhold, in full or partial payment of such taxes, shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Class A Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the OptionAI. In the event the Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice shall shall, in addition, be accompanied by appropriate proof satisfactory to AI of the right of such person or persons to exercise the Option. If and when all of the foregoing conditions have been fully satisfied, AI shall, as soon as practicable thereafter (including such time as may be required pursuant to the last sentence of this paragraph), deliver a stock certificate representing the Optioned Shares in respect of which the Option is being exercised (less any shares withheld in payment of the purchase price or taxes), registered in the name of the person or persons exercising the Option. Such stock certificate may bear any legend which the Committee determines to be desirable in connection with compliance with securities and other laws and regulations. Shares acquired upon the exercise of the Option as provided herein shall be fully paid and non-assessable. Such shares shall be issued shares of Class A Common Stock reacquired in any manner by AI. AI agrees that in the event that, at the time of receipt of a notice of exercise hereunder, it does not have sufficient treasury shares to satisfy the option exercise, it will, no later than 20 trading days after receipt of such notice, acquire the required number of treasury shares.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryCalifornia, which presently is located at 3 Jexxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000. Such Xxch notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment as provided in cash or by check, or by shares of the Common Stock, or by a combination of these methods of paymentSection 3 hereof. Payment may also be made by delivery of a The notice of “net exercise” to the Corporation, pursuant to which the Optionee exercise shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of be accompanied with an executed irrevocable option investment letter in the form of Exhibit B attached hereto as a condition to exercise. The Company shall deliver a certificate or certificates representing the Shares subject to such exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of as soon as practicable after the shares notice and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock investment letter shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof.

Method of Exercising Option. The Optionee may exercise the Option at any time prior to the termination of the Option with respect to all or any part of the Vested Options. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by timely delivery to the Company of a written notice in the form attached hereto as Exhibit A (the "Exercise Notice"), which Exercise Notice shall be effective, subject to the Corporation at its principal business address attention requirements of this Agreement and of the SecretaryPlan, on the date received by the Company. Such notice The Exercise Notice shall state the Optionee's election to exercise the Option and Option, the number of shares Vested Options in respect of which it is an election to exercise has been made, the method of payment elected (see paragraph 5), the exact name or names in which the Shares then being exercised, purchased will be registered and shall the social security number of the Optionee. The Exercise Notice must be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall Optionee and must be accompanied by payment in cash or by check, or by shares of the Common Stockaggregate Exercise Price of the Shares then being purchased, or by a combination of these methods of paymentdetermined in accordance with paragraph 2. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying If the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall must be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any a person or persons other than the Optionee (pursuant to paragraph 7, the extent permitted under this Non-Qualified Stock Option Agreement), Exercise Notice must be signed by such notice shall other person or persons and must be accompanied by appropriate proof acceptable to the Company of the legal right of such person or persons to exercise the Option. If the Option is exercised by a person other than the Optionee, the Shares issued upon such exercise shall be subject to the limitations applicable to such Shares in the hands of the Optionee. All Shares delivered by the Company upon exercise of the Vested Options as provided in this Agreement shall be fully paid and nonassessable upon delivery. Unless the Shares issued upon the exercise of the Vested Options are then the subject of a registration statement effective under the Securities Act (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), the delivery of the Exercise Notice shall be deemed to be the making by the person delivering such Exercise Notice of the representations, acknowledgments and agreements which would be contained in the Investment Letter referred to in paragraph 10.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or if so approved by the Corporation, by shares of the Common Stock, Stock or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value fair market value of such stock on the date of exercise. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee Employee and if the Optionee Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee Employee (to the extent permitted under this Non-Qualified Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

Method of Exercising Option. Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving written notice to the Corporation at its principal business address attention of the SecretaryCorporation. Such notice shall state the election to exercise the Option and the number of shares in with respect of to which it is being exercised, exercised and shall be signed by the person or persons so exercising who shall exercise the Option. At (In the event that time, this the Option Agreement shall be turned in exercised pursuant to paragraph 7 of this Agreement by any person other than the Corporation for action Participant, the notice shall be accompanied by appropriate proof of the Corporation right of such person to reduce exercise the number of shares to which it appliesOption). Such notice shall be accompanied by payment of the full purchase price of such shares. Subject to approval by the Corporation, the purchase price may be paid in whole or in part in cash or by check, surrendering shares of Common Stock or by shares of surrendering the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” Option to the Corporation. If shares or options are used to pay all or part of the purchase price, pursuant to which the Optionee shall receive cash and any shares or options surrendered must have a fair market value (determined as of the day preceding the date of exercise) that is not less than the purchase price for the number of shares of Stock underlying for which the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercisebeing exercised. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person who shall exercise the Option and a certificate evidencing such shares shall be delivered to the person who shall exercise the Option on his or persons so exercising her written order. All shares that shall be purchased in the Option, (or, if exercise of the Option shall be exercised by fully paid and nonassessable. As a condition to the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name issuance of the Optionee and another person jointly, with the right of survivorship) and shall be delivered shares as provided above to or upon the written order of the person or persons exercising the Option. In the event which the Option shall be exercised by exercised, the Participant authorizes the Corporation to withhold from any person or persons other than the Optionee (regular cash compensation payable to the extent permitted Participant any taxes required to be withheld by the Corporation under this Non-Qualified Stock Option Agreement)federal, such notice shall be accompanied by appropriate proof North Carolina, or other local law as a result of the right exercise of such the Option; provided, however, if the Corporation so requests, the person who shall exercise the Option shall in the alternative remit to the Corporation at the time of any exercise of the Option any taxes required to be withheld by the Corporation under federal, North Carolina, or persons to other local law as a result of the exercise of the Option.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by written notice to the Corporation Company, at its principal business address attention office in the State of the SecretaryCalifornia, which presently is located at 0000 X. Xxxxx, Suite 100, Santa Ana, California 92704. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, exercised and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be accompanied by payment in cash or by cash, certified check, bank draft or by (subject to the limitations and with the prior approval required under Paragraph 3 above) certificates for shares of the Common Stock, or by a combination Stock of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock Company equal to at the aggregate exercise price of the Option divided by the Fair Market Value on the date time of exercise, in the aggregate, the full purchase price of such shares, and the Company shall deliver a certificate or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of certificates representing the shares and deliver subject to such exercise as soon as practicable after the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock notice shall be the Fair Market Value of such stock on the date of exercisereceived. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than the Optionee (to in accordance with the extent permitted under this Non-Qualified Stock Option Agreement)terms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, as a condition to the effectiveness of any exercise of this Option and the Company's obligation to issue a stock certificate pursuant hereto, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement, the The Option may be exercised by the Optionee (or his or her permitted transferee as set forth in Paragraph 10 hereof) by written notice to the Corporation at its principal business address attention Company. The Option exercise shall specify the number of Shares as to which the Option is being exercised. Payment of the Secretary. Such notice shall state exercise price for all of the election Shares as to which the Option is being exercised may be made: (a) by wire transfer, check or money order payable to the order of the Company, (b) by withholding Shares deliverable upon exercise of the Option with a fair market value equal to the exercise price for all of the Shares as to which the Option is being exercised, (c) if permitted under the Company’s policies then in effect (including, but not limited to, the Company’s Securities Trading Policy), by authorizing the Company to arrange a sale on behalf of the Optionee of some or all of the Shares to be acquired upon the exercise of the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Agreement shall be turned in remittance to the Corporation for action by the Corporation to reduce the number Company of shares to which it applies. Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares price for all of the Common Stock, the per share value of the Common Stock shall be the Fair Market Value of such stock on the date of exercise. The certificate or certificates for the shares Shares as to which the Option is being exercised, any withholding or employment taxes and all applicable fees, including brokerage fees, resulting from such exercise and sale, (d) by delivering (either by delivering physical certificates duly endorsed in blank for transfer to the Company or by submitting certificates by attestation) Shares having a fair market value equal to the exercise price for all of the Shares as to which the Option is being exercised, or (e) by a combination of (i) cash and (ii) Shares as described in clauses (b) or (d) above; provided, however, (A) that with respect to the method of payment set forth in clause (b) above, the withholding of Shares deliverable upon exercise of the Option shall not be permitted with respect to the exercise of any Option intended to qualify as an ISO, and (B) that with respect to the method of payment set forth in clauses (b) and (d) above, “fair market value” shall mean the closing price of the Stock on the NYSE Amex Exchange (or such other exchange on which the Stock is listed) on the trading date (which, for purposes of this Section 3, means a day on which the NYSE Amex Exchange (or such other exchange on which the Stock is listed) is open for trading) immediately preceding the date the Option is exercised. Promptly following the Option exercise, the Company will instruct the Company’s transfer agent and stock registrar to deliver for the account of the Optionee (or his or her permitted transferee) the number of Shares with respect to which the Option was exercised, less the number of Shares sold or withheld for purposes of payment pursuant to clauses (b), (c) or (e) above and less the number of Shares delivered to the Company by attestation pursuant to clause (d) or (e) above. The Optionee shall not have any of the rights of a stockholder with respect to the Shares issuable upon exercise of the Option until the Shares shall have been so exercised shall be registered in the name of the person or persons so exercising the Option, (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee and another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionissued. In the event the Option shall be exercised (if permitted hereunder) by any a person or persons other than the Optionee (to the extent permitted under this Non-Qualified Stock Option Agreement)Optionee, such notice permitted transferee shall be accompanied by provide appropriate proof of the his or her right of such person or persons to exercise the OptionOption to the Company in accordance with its policies and procedures. Shares issued upon the exercise of the Option as provided herein shall be fully paid and non-assessable.