Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the this Option may be exercised, in whole or in part, exercised by giving written notice (in substantially the form of Appendix A attached hereto) to the Chief Financial Officer of the Company specifying at the principal office of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person so exercising the Option. Such notice shall be accompanied by payment of the full purchase price for of such shares (Option Shares, which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price payment shall be payable: (a) made in United States dollars upon exercise of the Option and may be paid cash or by cash, uncertified or certified check or bank draftdraft payable to the Company, or, in the sole discretion of the Company (i) by delivery (or attestation to the ownership) of shares of Common Stock with a Fair Market Value equal to the total aggregate purchase price (valued as of the exercise date) which shares were either purchased by the Optionee on the open market or have been held by the Optionee free of any applicable restrictions for at least six (6) months, or (ii) by delivery to the Company of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company in the amount equal to the total aggregate purchase price; provided that, in the event that the Optionee chooses to pay the purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Board shall prescribe as a condition of such payment procedure. (b) by delivery of Payment instruments will be received subject to collection. The certificate or certificates for the shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on to which the Option is exercised; or (c) at Optionee’s election, by instructing shall have been so exercised shall be registered in the Company to withhold from the Shares issuable upon exercise name of the Option shares of common stock person so exercising the Option, or if the Optionee so elects, in payment of all or any part the name of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares Optionee or one other person as joint tenants. In the event the Option shall be valued for this purpose at exercised by any person other than the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any Optionee, such notice shall be deemed given when received accompanied by appropriate proof of the right of such person to exercise the Option. Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the Board with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, including the withholding requirements set forth in Section 13 below, the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of under no obligation to issue the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, Shares subject to this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap determination of the Board as to such compliance shall be final and binding on the number Optionee. The Company shall not be required to issue fractional shares upon the exercise of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedthis Option.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Secretary of the Company specifying at the Company's principal executive offices. Such notice shall state the election to exercise the Option and the number of Common Shares to in respect of which the Option is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall either: (a) be accompanied by payment in full of the full purchase price Purchase Price for such shares of Common Stock; or (which written b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice may shall be delivered to the Company, for the payment in full of the form Purchase Price for such shares of Notice Common Stock. Payment of Exercise attached hereto). The Exercise such Purchase Price shall be payable: (a) made in United States dollars upon exercise by payable to the order of the Option Company. Subject to such procedures and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner rules as may be authorized adopted from time to time by the Company’s board Committee, the Optionee may also pay such Purchase Price by (i) tendering to the Company shares of directors Common Stock (held by the Optionee for at least six months prior to such delivery) with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell shares of Common Stock and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or a compensation committee thereof(iii) any combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. Any such notice The certificate for shares of Common Stock as to which the Option shall have been so exercised shall be deemed given when received by registered in the Company at name of the address provided in Section 10 of this Agreementperson or persons so exercising the Option. All Shares that shall be shares of Common Stock purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company specifying shall designate. Such notice shall state the election to exercise the Option and the number of Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price for of such shares, and the Company shall deliver a certificate or certificates representing such shares (which written as soon as practicable after the notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; payment have been received. (b) The Option price shall be paid in cash or by check or, with the consent of the Committee in its sole discretion, in the following manner: (i) subject to Section 8(c) below, by delivery of shares of common stock the Company’s Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (ii) by delivery of the Employee’s personal recourse note bearing interest payable not less than annually at the rate set forth in the Plan; or (iii) by any combination of the foregoing. (c) If the Employee delivers Common Stock held by the Employee (“Old Stock”) to the Company in full or partial payment of all or any part of the option price, which and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Employee and the Company, an equivalent number of option shares shall be valued subject to all restrictions and limitations applicable to the Old Stock to the extent that the Employee paid for the option shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this purpose at Agreement. Notwithstanding the Fair Market Value (as such term is defined in foregoing, the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or Employee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Employee free of any substantial risk of forfeiture for at least six months. (and/or any related withholding tax obligationsd) 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 permissible under applicable law), which shares the Option shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time exercised by the Company’s board Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of directors the Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or a compensation committee thereofupon the written order of the person or persons exercising the Option. Any In the event the Option shall be exercised, pursuant to Section 5 hereof, by any person or persons other than the Employee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatednonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and such administrative regulations as may be adopted by the PlanCompensation Committee of the Board of Directors of the Company (the “Committee”), the Option may be exercised, in whole or in part, exercised by giving written notice to the Chief Financial Officer of the Company specifying at the principal office of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person so exercising the Option. Such notice shall be accompanied by payment of the full purchase exercise price for of such shares (Option Shares, which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price payment shall be payable: made either (ai) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or (ii) certified check or bank draft; draft payable to the Company or (biii) by delivery of shares of common stock in payment of all or any part Common Stock of the option price, which shares shall be valued for this purpose at the Company with a Fair Market Value equal to the exercise price, or by a combination of (i), (ii) and/or (iii) which together shall equal the exercise price. The certificate or certificates for the Option Shares as such term is defined in the Plan) on the date on to which the Option is exercised; or (c) at Optionee’s election, by instructing shall have been so exercised shall be registered in the Company to withhold from the Shares issuable upon exercise name of the Option shares of common stock person so exercising the Option, or if the Optionee so elects, in payment of all or any part the name of the exercise price (and/or any related withholding tax obligationsOptionee or one other person as joint tenants, if permissible under applicable law), which shares and shall be valued for this purpose at delivered as soon as practicable after the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 have been received. (b) For purposes of this Agreement. All Shares that , “Fair Market Value” of the Common Stock on any given date shall be purchased upon determined by the proper exercise of Committee under the Option Plan as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurredfollows: (a) after if the Common Stock is listed for trading on one or more national securities exchanges, or is traded on the automated quotation system of NASDAQ (the “NASDAQ”), the average of the highest and lowest reported sales prices on the principal such exchange or on NASDAQ on the date hereofin question, or, if such Common Stock shall not have been traded on such principal exchange on such date, the Company’s shareholders have approved an amendment to average of the Plan to increase highest and lowest reported sales prices on such principal exchange or on NASDAQ on the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and first day prior thereto on which such Common Stock was so traded; or (b) if the cap Common Stock is not listed for trading on a national securities exchange or on NASDAQ, as determined in good faith by the number of options Committee, which determination shall be final and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedbinding on all parties.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice delivered to the Company specifying or its designated representative in the manner and at the address for notices set forth in Section 9 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of Shares to for which the Option is being exercised. The notice shall be purchased signed by the person or persons exercising the Option and shall be accompanied by payment in full of the full purchase price Exercise Price for such shares (which written notice Shares being acquired upon the exercise of the Option. Payment of such Exercise Price may be made by one of the following methods: (i) in cash (in the form of Notice of Exercise attached heretoa certified or bank check or such other instrument as the Committee may accept). The Exercise Price shall be payable: ; (aii) in United States dollars upon other shares of Common Stock owned on the date of exercise of the Option by the Recipient as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option; (iii) in any combination of (i) and may be paid by cash, uncertified or certified check or bank draft; (bii) above; (iv) by delivery of shares of common stock in payment of all or any part a properly executed exercise notice together with such other documentation as the Committee and a qualified broker, if applicable, shall require to effect an exercise of the option priceOption, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing and delivery to the Company of the proceeds required to pay the Exercise Price; or (v) by requesting that the Company withhold from the such number of Shares then issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option. If the tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Recipient. If the Option is exercised by any person or persons other than the Recipient, the notice described in such other manner this Section 5(a) shall be accompanied by appropriate proof (as may be authorized from time to time determined by the Company’s board Committee) of directors the right of such person or a compensation committee thereof. Any such notice shall be deemed given when received by persons to exercise the Company at Option under the address provided in Section 10 terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved. (b) The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200). (c) The Recipient shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: . (ad) after The Recipient agrees that no later than the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number as of shares of Company common stock reserved for issuance under the Plan to which an amount of shares that is sufficient first becomes includible in his gross income for federal income tax purposes with respect to cover the issuance of Shares covered by the Option, and (b) the cap on Recipient shall pay to the number Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of options and stock appreciation rights that any kind required by law to be withheld with respect to such amount. Withholding obligations may be issued to a Plan participant in each fiscal year settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option. The obligations of the Company is eliminatedunder this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company, its Affiliates and Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the (a) The Option may be exercised, in whole or in part, by giving exercised only upon receipt of written notice to of exercise by the Secretary of the Company (the "Secretary") specifying that the Option is being exercised and the total number of Option Shares to be purchased. Such notice shall be accompanied by payment in cash of the aggregate purchase price for the number of Option Shares to purchased, and such exercise shall be purchased effective on the date upon which the Secretary receives such written notice and accompanied by payment. The Company shall, within three (3) business days following receipt of the full purchase price for such shares the number of Option Shares purchased, give instructions to its transfer agent to issue certificates representing the Option Shares. (which written notice b) The Option may be so exercised during the Optionee's lifetime only by the Optionee and, in the form event of Notice the death of Exercise attached hereto)the Optionee, shall be exercisable by his estate or personal representative within a period not to exceed twelve (12) months following the death of the Optionee. The Exercise Price Option, rights and privileges conferred by this Agreement shall not be payable: transferred, assigned, pledged or hypothecated in any way (awhether by operation of law or otherwise), other than by laws of descent and distribution, and shall not be subject to execution, attachment or similar process. (c) No person shall have any rights or privileges of a shareholder of the Company in United States dollars upon exercise respect of any of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price unless and until certificates representing such Option Shares shall have been issued and delivered. (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received d) If requested by the Company at and if the address provided Option Shares have not been registered under the Securities Act of 1933, as amended, the Optionee (or his estate or personal representative in Section 10 the event of this Agreement. All the death of the Optionee) shall provide a written representation that the Option Shares that shall to be purchased acquired upon the proper any exercise of the Option as provided herein are for investment only and not for resale or with a view to the distribution thereof. The Company shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each register its sale of the Option Shares pursuant to a Registration Statement on Form S-8 within ninety (90) days following events has occurred: (a) after the date hereof, hereof and comply with all other requirements of the Company’s shareholders have approved an amendment federal securities laws to enable the Plan Option Shares to increase be freely tradable upon exercise of the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered Option by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedOptionee.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Company specifying Company, Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of Common Shares to in respect of which the Option is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the full purchase price Purchase Price for such shares (which written notice may be in the form Common shares. Payment of Notice of Exercise attached hereto). The Exercise such Purchase Price shall be payable: (a) made in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part cashier's check payable to the order of the option price, which shares shall be valued for this purpose at the Fair Market Value (as Company or by wire transfer to such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner account as may be authorized specified by the Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Company’s board Committee, the Optionee may also pay such Purchase Price by (i) tendering to the Company Common Shares with an aggregate Fair Market Value on the date of directors exercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell Common Shares or to authorize a compensation committee thereofloan from the stockbroker to the Optionee and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or (iii) any combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. Any such notice The certificate for Common Shares as to which the Option shall have been so exercised shall be deemed given when received by registered in the Company at name of the address provided in Section 10 of this Agreementperson or persons so exercising the Option. All Common Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject (a) Any unexercised portion of a vested Option shall be exercised by the filing of a written notice with the Company, on such form and in such manner as the Company shall prescribe. Such notice shall include a certification by the Employee that he/she has not engaged in Competitive Activity or conduct that would constitute a basis for a Termination of Employment for Cause (or, in the event the Employee is not then employed by the Company, that he/she has not engaged in any Competitive Activity or Detrimental Activity). The Company, at its discretion, may hold any request to exercise an Option in abeyance until such certification has been confirmed to the terms and conditions of this Agreement and the Plan, the Committee’s satisfaction. This Option may be exercised, exercised only in respect of whole or in part, by giving written notice to Shares. Full payment for the Company specifying the number of Option Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payablemade at the time of any exercise under this Award Agreement and shall be made: (ai) in United States dollars upon exercise of the Option and may be paid cash or by cash, uncertified certified or certified check official bank check; or bank draft; (bii) by delivery of shares Shares (which, if acquired pursuant to exercise of common stock in payment of all a Share option or under an award made under the Plan or any part other compensatory plan of the Company, were acquired at least six months prior to the option price, which shares shall be valued for this purpose at the exercise date) having a Fair Market Value (determined as such term is defined in of the Planexercise date) on the date on which equal to all or part of the Option is exercisedExercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the full Option Exercise Price; or (ciii) at Optionee’s electionthe discretion of the Company and to the extent permitted by law, by instructing such other method as the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time prescribe. (b) At the time of exercise, the Employee shall pay to the Company such amount as the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes (including FICA) incurred by reason of such exercise or the transfer of Option Shares thereupon by tendering to the Company a check in the amount of such withholding or, if permitted by the Company’s board of directors or , by electing to have withheld upon exercise, Option Shares having a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment Fair Market Value equal to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedsuch statutory minimum tax withholding.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Company at its principal office, which is presently located at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such Shares. Only full Shares will be issued. The exercise price shall be paid to the Company – (a) in cash, or by certified check, bank draft, or money order; (b) through the delivery of Shares previously held by the Optionee provided such method of payment is then permitted under applicable law and subject to any minimum holding period established by the Committee for Shares acquired directly from the Company and provided such Shares are not subject to repurchase, forfeiture or other similar conditions. (c) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option and any required tax withholding; (d) in any combination of (a), (b), or (d) above. In the event the exercise price is paid, in whole or in part, by giving written notice to with Shares, the Company specifying portion of the number of Shares to be purchased and accompanied by the full purchase exercise price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price so paid shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at equal to the Fair Market Value of the Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or certificates representing the Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of the certificate(s) representing such Shares. Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person or persons after the death or “Disability” (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of Optionee, the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received accompanied by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise appropriate proof of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole right of such person or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment persons to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by exercise the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the Option may be exercised upon written notice to the Company, at its principal office, 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 with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to 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 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 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 Securities Exchange Act of 1934, as amended, or any successor thereto, by the full Board of Directors of the Company), in whole or in part through the transfer of Common Shares previously acquired by the 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. In the event the Option price is paid, in whole or in part, by giving written notice to with Common Shares, the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise portion of the Option and may be exercise price so paid by cash, uncertified or certified check or bank draft; (b) by delivery shall equal the fair market value of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) Common Shares on the date of exercise as determined by the Committee. If there is a market for Common Shares on a registered securities exchange or in an over-the-counter market, "fair market value" shall equal the quoted closing price of 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 (c) at Optionee’s election, by instructing certificates for the Company shares as to withhold from which the Shares issuable upon exercise Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option shares of common stock (or, if the Option shall be exercised by the Non-Employee Director and if the Non-Employee Director shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsNon-Employee Director and the Non-Employee Director's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Non-Employee Director, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Secretary of the Company specifying at the Company's principal executive offices. Such notice shall state the election to exercise the Option and the number of Common Shares to in respect of which the Option is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall either: (a) be accompanied by payment in full of the full purchase price Purchase Price for such shares of Common Stock; or (which written b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice may shall be delivered to the Company, for the payment in full of the form Purchase Price for such shares of Notice Common Stock. Payment of Exercise attached hereto). The Exercise such Purchase Price shall be payable: (a) made in United States dollars upon exercise by payable to the order of the Option Company. Subject to such procedures and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner rules as may be authorized adopted from time to time by the Company’s board Committee, the Optionee may also pay such Purchase Price by (i) tendering to the Company shares of directors Common Stock (held by the Optionee for at least six months prior to such delivery) with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price, (ii) delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell shares of Common Stock and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, or a compensation committee thereof(iii) any combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. Any such notice The certificate for shares of Common Stock as to which the Option shall have been so exercised shall be deemed given when received by registered in the Company at name of the address provided in Section 10 of this Agreementperson or persons so exercising the Option. All Shares that shall be shares of Common Stock purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-non assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Company specifying Company. Such notice shall state the election to exercise the Option and the number of Shares to in respect of which it is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall be accompanied by payment of the full purchase price for of such shares (which written notice may be Shares payable in one of the form of Notice of Exercise attached hereto). The Exercise Price shall be payablefollowing manners: (a) in United States dollars upon exercise of the Option and may be paid in cash or by cash, uncertified or certified check or bank draft; (b) at the discretion of the Committee (as defined in the New Plan), by delivery of shares of common stock Common Stock in payment of all or any part of the option exercise price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the New Plan) on the date on which the Option such option is exercised; or (c) at Optionee’s electionthe discretion of the Committee, by instructing the Company to withhold from the Shares shares of Common Stock issuable upon exercise of the Option shares of common stock Option, in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law)shares of Common Stock, which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board Committee. The shares of directors or Common Stock delivered by the participant pursuant to Section 5(b) must have been held by the participant for a compensation committee thereofperiod of not less than six months prior to the exercise of the option, unless otherwise determined by the Committee. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 its principal place of this Agreementbusiness. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Agreement Stock Option Grant and the PlanAgreement, the Option may be exercised, exercised in whole or in part, part by giving written notice to the Company specifying Company, at its principal office, which is located at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000. Such notice shall state the election to exercise the Option, and the number of Shares shares with respect to which it is being exercised, shall be purchased and signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by payment of the full purchase Option price for of such shares (which written notice may be in the form of Notice of Exercise attached hereto)shares. The Exercise Price Option price shall be payablepaid to the Company in: (ai) cash; (ii) cash equivalent; (iii) Common Stock of the Company, in United States dollars upon accordance with Section 7.1(f)(ii) of the 2003 Plan (as in effect on the date of this Stock Option Grant and Agreement); (iv) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (bin accordance with Section 7.1(f)(iii) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value 2003 Plan (as such term is defined in the Plan) effect on the date on of this Stock Option Grant and Agreement). 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; or (c. Such certificate(s) at Optionee’s election, by instructing shall be registered in the Company to withhold from the Shares issuable upon exercise name of the person or persons so exercising the Option shares of common stock (or, if the Option is exercised by the Employee and if the Employee so requests in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsEmployee and the Employee's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may be authorized from time to time persons exercising the Option. In the event the Option is exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Employee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be are purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company specifying shall designate. Such notice shall state the election to exercise the Option and the number of Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment of the full purchase price for of such shares, and the Company shall deliver a certificate or certificates representing such shares (which written as soon as practicable after the notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; payment have been received. (b) The Option price shall be paid in cash or by check or, with the consent of the Committee in its sole discretion, in the following manner: (i) subject to Section 8(c) below, by delivery of shares of common stock the Company's Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (ii) by delivery of the Employee's personal recourse note bearing interest payable not less than annually at the rate set forth in the Plan; or (iii) by any combination of the foregoing. (c) If the Employee delivers Common Stock held by the Employee ("Old Stock") to the Company in full or partial payment of all or any part of the option price, which and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Employee and the Company, an equivalent number of option shares shall be valued subject to all restrictions and limitations applicable to the Old Stock to the extent that the Employee paid for the option shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this purpose at Agreement. Notwithstanding the Fair Market Value (as such term is defined in foregoing, the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or Employee may not pay any part of the exercise price hereof by transferring Common Stock to the Company unless such Common Stock has been owned by the Employee free of any substantial risk of forfeiture for at least six months. (and/or any related withholding tax obligationsd) 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 permissible under applicable law), which shares the Option shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time exercised by the Company’s board Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of directors the Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or a compensation committee thereofupon the written order of the person or persons exercising the Option. Any In the event the Option shall be exercised, pursuant to Section 5 hereof, by any person or persons other than the Employee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatednonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the this Option may be exercisedexercised by written notice to the Company, at its principal office in the State of California, which presently is located at 18880 Xxx Xxxxxx Xxxxxx, Suite 450, Irvine, California 92715. 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. This Option may be exercised in whole or in part; provided, however, that Optionee shall be required upon any such exercise to acquire at least the lesser of 4,000 Shares (subject to adjustment as set forth in Paragraph 7 above) or the total number of Shares covered by this Option which, at the time of such exercise, are then vested (as set forth in Paragraph 3 above). Such exercise notice shall be accompanied by payment in (i) cash, certified check, bank draft; (ii) with the prior written consent and approval of the Company, by giving written notice the execution and delivery of Optionee's promissory note in the principal amount of 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 Company specifying to secure payment of the number note, as the Board of Shares Directors may specify, equal to be purchased and accompanied by at the time of exercise, in the aggregate, the full purchase price of such shares, (iii) by cancellation of indebtedness of the Company to Optionee, (iv) by waiver of compensation due or accrued to Optionee for services rendered, (v) with the prior written consent of the Administrator, and provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his or her Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares Shares to forward the exercise price directly to the Company, (which vi) with the prior written notice may be consent of the Administrator, and provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the form amount of Notice the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of Exercise attached heretosuch Shares to forward the exercise price directly to the Company, or (vii) any combination of (i), (ii), (iii), (iv), (v), or (vi), above, 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 received. The Exercise Price certificate or certificates for the shares as to which the Option shall have been so exercised shall be payable: (a) registered in United States dollars upon exercise the name of the person or persons so exercising the Option and may shall be paid by cash, uncertified delivered as provided above to or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part upon the written order of the option price, which shares person or persons exercising the Option. In the event the Option shall be valued for this purpose at exercised by any person or persons other than the Fair Market Value (as such term is defined Optionee in accordance with the Plan) on the date on which the Option is exercised; or (c) at Optionee’s electionterms hereof, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessablenonassessable. Notwithstanding the foregoing, The holder of this Option may shall not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment entitled to the Plan privileges of share ownership as to increase the number of any shares of Company common stock reserved for issuance under Common Stock not actually issued and delivered to Optionee. Until and unless the Plan to an amount of shares that is sufficient to cover and the issuance of Shares covered securities thereunder shall have been qualified by permit under the OptionCorporate Securities Act of 1968, as amended (the "California Act"), and registered under the Securities Act of 1933, as amended (b) the cap on "Securities Act"), the number Optionee hereby certifies that all shares of options and stock appreciation rights that may be issued to a Plan participant Common Stock in each fiscal year of the Company is eliminated.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, and, 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 B.

Method of Exercising Option. Subject a) Not less than 15 nor more than 30 calendar days prior to the terms and conditions date upon which all or any portion of this Agreement and the Plan, the Option may is to be exercised, in whole or in part, by giving written notice the person entitled to exercise the Option shall deliver to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in of his election to exercise all or a part of the form of Notice of Exercise attached hereto). The Exercise Price Option, which notice shall be payable: (a) in United States dollars upon specify the date for the exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery the number of shares Shares in respect of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is to be exercised; or (c) at Optionee’s election, by instructing the Company to withhold from . The option price of the Shares issuable upon to be purchased pursuant to the Option shall be paid in full in cash or by delivery (i.e. surrender) of shares of Common Stock then owned by the Employee, at the time of the exercise of the Option shares Option. Shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall Common Stock so delivered will be valued in accordance with the Option Plan on the day of delivery for this the purpose of determining the extent to which the option price has been paid thereby, or as otherwise determined by the Committee pursuant to the Option Plan; provided, however, that if the Option is at the Fair Market Value time of any exercise then exercisable as to 100 or in such other manner as may be authorized from time to time by more Shares, then the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised at such time for less than 100 Shares and, if the Option is at the time of any exercise then exercisable for less than 100 Shares, then the Option must be exercised as to all such shares which are then exercisable. If the Option is exercised in whole or in part until each accordance with the provisions of the following events has occurred: (a) after the date hereofOption Plan and this Agreement, the Company’s shareholders have approved an amendment Company shall deliver to the Plan to increase such person certificates representing the number of shares Shares or other securities in respect of Company common stock reserved for issuance under which the Plan to an amount of shares that Option is sufficient to cover the issuance of being exercised, which Shares covered by the Option, and (or other securities shall be registered in his name. b) The Option is not exercisable after the cap on expiration of ten years from the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year date of the Company is eliminatedgrant.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the The Option may be exercised, exercised by the Optionee (or his or her permitted transferee as set forth in whole or in part, Paragraph 10 hereof) by giving written notice to the Company specifying Company. The Option exercise shall specify the number of Shares as to be purchased and accompanied by which the full purchase Option is being exercised. Payment of the exercise price for such shares (all of the Shares as to which written notice the Option is being exercised may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payablemade: (a) in United States dollars by wire transfer, check or money order payable to the order of the Company, (b) by withholding Shares deliverable upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of with a fair market value equal to the exercise price for all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (Shares as such term is defined in the Plan) on the date on to which the Option is being exercised; or , (c) at Optioneeif permitted under the Company’s electionpolicies then in effect (including, but not limited to, the Company’s Securities Trading Policy), by instructing authorizing the Company to withhold 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 remittance to the Company of a sufficient portion of the sale proceeds to pay the exercise price for all of the 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 shares of common stock in payment of all or any part of until the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares Shares shall have been issued. In the event the Option shall be valued for this purpose at exercised (if permitted hereunder) by a person other than the Fair Market Value Optionee, such permitted transferee shall provide appropriate proof of his or in such other manner as may be authorized from time her right to time by exercise the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by Option to the Company at the address provided in Section 10 of this Agreementaccordance with its policies and procedures. All Shares that shall be purchased issued upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in partat any time prior to the expiration date, by giving written notice to the Company specifying at its executive offices. Such notice shall state the election to exercise the Option and the number of Shares to shares in respect of which it is being exercised, shall be purchased signed by the person or persons so exercising the Option, and shall be accompanied by payment of the full purchase price for of such shares. The Company shall deliver a certificate or certificates representing such shares (which written as soon as practicable after the notice may shall be in received. Payment of such purchase price shall be made by a certified check payable to the form order of Notice of Exercise attached hereto)the Company. The Exercise Price shall be payable: (a) in United States dollars upon exercise of certificate or certificates for the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on to which the Option is exercised; or (c) at Optionee’s election, by instructing shall have been so exercised shall be registered in the Company to withhold from the Shares issuable upon exercise name of the person or persons so exercising the Option shares of common stock (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsOptionee and another person jointly, if permissible under applicable law), which shares with right of survivorship) and shall be valued for delivered as provided above to or upon the written order of the Optionee exercising the Option. In the event the Option shall be exercised pursuant to Section 6(b) of this purpose at Agreement by any person or persons other than the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any Optionee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Option as required by Section 10 of this Agreement6(b). All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and . (b) It shall be a condition to the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year obligation of the Company to issue or transfer shares of Common Stock upon exercise of the Option granted under the plan by delivery of shares, that the Optionee (or any authorized representative) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares upon such exercise. If the amount requested is eliminatednot paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option. (c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the Common Stock may then be listed.

Method of Exercising Option. Subject The Optionee may exercise any Vested Option concurrently with the consummation of a Company Sale Event. The Company shall give Optionee at least 30 days notice of the contemplated consummation of a Company Sale Event. Optionee may exercise this Option within 20 days of the receipt of such notice as to the terms and conditions some or all of this Agreement and the Plan, the Option may be exercised, in whole or in part, Shares by giving written notice delivery to the Company specifying and to Alliance of a written notice in the form attached as Exhibit A (the "Exercise Notice), which Exercise Notice shall be effective, subject to the requirements of this Agreement, on the later of the date received by both of the Company and Alliance. The Exercise Notice shall state the Optionee's election to exercise the Option, the number of Options in respect of which an election to exercise has been made, the method of payment elected (see Section 5), the exact name or names in which the Shares to then being purchased will be purchased registered and accompanied by the full purchase price for such shares (which written notice may be in social security number of the form of Notice of Exercise attached hereto)Optionee. The Exercise Notice must be signed by the Optionee and must be accompanied by payment of the aggregate Exercise Price shall be payable: (a) of the Shares then being purchased, determined in United States dollars accordance with Part I. All Shares delivered by Alliance upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (Options as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein Agreement shall be fully paid and non-assessablenonassessable upon delivery. Notwithstanding Unless the foregoing, this Option may not be exercised in whole or in part until each Shares issued upon the exercise of the following events has occurred: Options are then the subject of a registration statement effective under the Securities Act of 1933, as amended (a"Securities Act") after (and, if required, there is available for delivery a prospectus meeting the date hereofrequirements of Section 10(a)(3) of the Securities Act), the Company’s shareholders have approved an amendment delivery of the Exercise Notice shall be deemed to be the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered making by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year person delivering such Exercise Notice of the Company is eliminatedrepresentations, acknowledgments and agreements which would be contained in the Investment Letter referred to in Section 9.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company at its principal office, which is located at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee; or (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, by giving written notice with shares of Common Stock, the portion of the Option price so paid shall be equal to the Company specifying Fair Market Value on the number date of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock the Common Stock surrendered in payment of all such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or any part of cause to be delivered a certificate or certificates representing the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on Shares with respect to which the Option is so exercised; . The certificate or (c) at Optionee’s election, by instructing the Company to withhold from certificates for the Shares issuable upon exercise 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 shares of common stock (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsAwardee and the Awardee's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Awardee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company or the securities broker then designated by the Company, the form of such notice shall be provided by the Company upon request. Such notice shall state the election to exercise the Option and the number of shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to 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: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; (c) In Company Common Stock newly acquired by the Optionee upon exercise of the Option; or (d) In any combination of (a), (b) and (c) above. In addition, the Option price may also be paid (i) through any cashless exercise procedure which is acceptable to the Committee; or (ii) with the consent of the Committee, by withholding Company Common Stock otherwise issuable in connection with the exercise of this Option. In the event such Option price is paid, in whole or in part, by giving written notice in Company Common Stock, the portion of the Option price so paid with Company Common Stock shall be equal to the Company specifying the number “fair market value” of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in of Company Common Stock on the form date of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cashOption, uncertified or certified check or bank draft; (b) by delivery of shares of common stock as such “fair market value” is determined as set forth in payment of all or any part Section 2.10 of the option pricePlan. Upon receipt of such notice and payment, which the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on with respect to which the Option is so exercised; . The certificate or (c) at Optionee’s election, by instructing certificates for the Company shares as to withhold from which the Shares issuable upon exercise Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option shares of common stock (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsAwardee and the Awardee’s spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Awardee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option Options may be exercised, in whole or in part, exercised by giving written notice delivered to the Company specifying or its designated representative in the manner and at the address for notices set forth in Section 13 hereof. Such notice shall state that the Options are being exercised thereby and shall specify the number of Shares to for which the Options are being exercised. The notice shall be purchased signed by the person or persons exercising the Options and shall be accompanied by payment in full of the full purchase price Exercise Price for such shares (which written notice Shares being acquired upon the exercise of the Options. Payment of such Exercise Price may be made by one of the following methods: (i) in cash (in the form of Notice of Exercise attached heretoa certified or bank check or such other instrument as the Administrator may accept). The Exercise Price shall be payable: ; (aii) in United States dollars upon other Shares owned on the date of exercise of the Option Options by the Employee based on the Fair Market Value of such Shares on such date of exercise; (iii) in any combination of (i) and may be paid by cash, uncertified or certified check or bank draft; (bii) above; (iv) by delivery of shares of common stock in payment of all or any part a properly executed exercise notice together with such other documentation as the Administrator and a qualified broker, if applicable, shall require to effect an exercise of the option priceOptions, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing and delivery to the Company of the proceeds required to pay the Exercise Price; or (v) by requesting that the Company withhold from the a number of Shares then issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Options as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Options (including the Exercise Price of the Shares to be withheld). The payment of the Exercise Price pursuant to Section 5(a)(iv) or (v) above may cause a portion of the Options to be treated as Non-Qualified Stock Options. If the tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Employee. If the Options are exercised by any person or persons other than the Employee, the notice described in this Section 5(a) shall be accompanied by appropriate proof (as determined by the Administrator) of the right of such other manner person or persons to exercise the Options under the terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Options, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved. (b) The Options may be authorized from time exercised in accordance with the terms of the Plan and this Agreement with respect to time any whole number of Shares, but in no event may any Options be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Company’s board Options if less than two hundred (200). (c) The Employee shall have no rights of directors a stockholder with respect to Shares to be acquired by the exercise of the Options until the date of issuance of a certificate or a compensation committee thereofcertificates representing such Shares. Any such notice No adjustment shall be deemed given when received by made for dividends or other rights for which the Company at record date is prior to the address date such stock certificate is issued, except as provided in Section 10 7 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option Options as provided herein shall be fully paid and non-assessable. (d) The Employee agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Options, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding the foregoingWithholding obligations may be settled with shares of Common Stock, this Option may not be exercised in whole or in part until each including Shares that are acquired upon exercise of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year Options. The obligations of the Company is eliminatedunder this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the this Option may be exercised (to the extent then vested) by written notice to the Company at its principal office. Such notice (a suggested form of which is attached hereto) shall state the election to exercise this Option and the number of Shares with respect to which it is being exercised; shall be signed by the person so exercising this Option; and shall be accompanied by payment of the full exercise price of such shares. The exercise price shall be paid to the Company in such method or methods as the Board, in its sole discretion, shall authorize with respect to the Optionee from the following – (a) in cash, or by certified check, bank draft, or postal or express money order; (b) in Shares previously acquired by the Optionee, subject to surrender procedures established by the Board; (c) in Shares newly acquired by the Optionee upon exercise of the Option; or (d) in any combination of (a), (b) and (c) above. In the event the exercise price is paid, in whole or in part, by giving written notice to with Shares, the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part portion of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares so paid shall be valued for this purpose at equal to the Fair Market Value or (as of the date of exercise) of the Shares so surrendered in such other manner as payment of the exercise price. Upon receipt of notice of exercise and payment, and execution and acknowledgment of any instruments that may be authorized from time to time required by the CompanyBoard or under that certain First Amended and Restated Shareholders’ Agreement, dated as of September 18, 2017, by and among the Company and the other parties thereto (the “Shareholders’ Agreement) by the person so exercising this Option, the Company shall deliver a certificate or certificates representing the Shares with respect to which this Option is so exercised. In the event this Option is exercised by the Optionee’s board estate or personal representative after the death of directors the Optionee, or a compensation committee thereof. Any such by the Optionee’s legal representative or guardian after the Disability of the Optionee, the notice shall be deemed given when received accompanied by appropriate proof of the Company at the address provided in Section 10 right of such person or persons to exercise this AgreementOption. All Shares that shall be are purchased upon the proper exercise of the this Option as provided herein shall be fully paid and non-assessablenonassessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, As a condition to the Company’s shareholders have approved an amendment obligation to issue Shares to the Plan person exercising this Option, such person shall agree to increase join and be bound by the number terms and conditions of shares the Shareholders’ Agreement as in effect at the time of exercise and as may be thereafter amended, a copy of which shall be provided to such person promptly after receipt by the Company common stock reserved for issuance under of a duly completed notice of exercise, together with such instruments, agreements or other documents as may be deemed necessary or appropriate by the Plan Board to evidence the person’s agreement to join and be bound by the Shareholders’ Agreement and such other agreements or documents as may be deemed appropriate by the Board. Any certificated Shares shall bear a legend denoting that they are subject to the terms and conditions of the Shareholders’ Agreement and any other applicable agreements. In the event of the Optionee’s legal disability, the Option may be exercised by the Optionee’s guardian or legal representative. In the event of Optionee’s death, the Option may be exercised by the Optionee’s estate, personal representative, or beneficiary who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee. If, as a result of a Change of Control, Options vest, the Company may, at its sole election, pay to the Optionee an amount of shares that is sufficient equal to cover the issuance positive difference, if any, between the exercise price of Shares covered by the OptionOption and the net proceeds that the Optionee would have received from the Change of Control had the Option been exercised, net of any amounts required to be withheld in respect of Taxes and subject to applicable provisions for indemnification, escrows, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of holdbacks. If the Company is eliminatedelects this option, the Optionee shall exercise all documents, agreements, and instruments necessary to effect it.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the Planprovisions provided herein or incorporated by reference, the Participant may exercise the Option may be exercised, in whole at any time on or in part, by giving written notice prior to the Company specifying the number of Shares Expiration Date with respect to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option priceVested Shares by delivering to the Company, which at its principal place of business, a written notice of exercise in substantially the form attached hereto as Exhibit A, accompanied by payment to the Company of the Exercise Price multiplied by the number of Vested Shares then being purchased. (b) The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph 7, the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option. (c) Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares shall be valued of Stock for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is being exercised; or (c) at Optionee’s election, by instructing the Company shall issue (or cause to withhold from be issued) a certificate evidencing the Shares issuable shares of Stock acquired as a result of the exercise of the Option. (d) No purported exercise of an Option shall be effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of common stock Stock being purchased is paid in payment full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; (iii) the approvals, if any, of all governmental authorities required in connection with the Option, or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered pursuant to this Agreement, have been received by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedCompany.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement and such administrative regulations as may be adopted by the PlanCompensation Committee of the Board of Directors of the Company (the “Committee”), the Option may be exercised, in whole or in part, exercised by giving written notice to the Chief Financial Officer of the Company specifying at the principal office of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person so exercising the Option. Such notice shall be accompanied by payment of the full purchase exercise price for of such shares (Option Shares, which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price payment shall be payable: made either (ai) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or (ii) certified check or bank draft; draft payable to the Company or (biii) by delivery of shares of common stock Common Stock of the Company with a Fair Market Value equal to the exercise price, or by a combination of (i), (ii) and/or (iii) which together shall equal the exercise price. The certificate or certificates for the Option Shares as to which the Option shall have been so exercised shall be registered in payment the name of the person so exercising the Option, or if the Optionee so elects, in the name of the Optionee or one other person as joint tenants, and shall be delivered as soon as practicable after the notice shall have been received. In addition to the exercise of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise a portion of the Option shares of common stock in by the payment of all or any part of the exercise price (and/or amount as set forth above, and in lieu of any related withholding tax obligationssuch payment, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time Optionee has the right to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding by surrendering the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase exchange for the number of shares of Company common stock reserved for issuance 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. (b) For purposes of this Agreement, “Fair Market Value” of the Common Stock on any given date shall be determined by the Committee under the Plan to an amount as follows: (a) if the Common Stock is listed for trading on one or more national securities exchanges, or is traded on the automated quotation system of shares that is sufficient to cover NASDAQ (the issuance “NASDAQ”), the average of Shares covered by the Optionhighest and lowest reported sales prices on the principal such exchange or on NASDAQ on the date in question, or, if such Common Stock shall not have been traded on such principal exchange on such date, the average of the highest and lowest reported sales prices on such principal exchange or on NASDAQ on the first day prior thereto on which such Common Stock was so traded; or (b) if the cap Common Stock is not listed for trading on a national securities exchange or on NASDAQ, as determined in good faith by the number of options Committee, which determination shall be final and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedbinding on all parties.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) The Option granted in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option Agreement may not be exercised in whole or in part until each by the delivery by the Optionee (or his personal representative) of written notice to the Chief Financial Officer of the following events has occurred: Company, on any business day, specifying the number of shares which the Optionee wishes to purchase and including payment of the Option Exercise Price as provided below, provided that the Company may modify or augment these requirements in its sole discretion. In the event this Option is exercised by any person other than the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise this Option. If approved by the Committee, in its sole discretion, payment may also be made as follows: (ai) after through the delivery of shares of Stock of the Company already owned by the Optionee with a Fair Market Value equal to the Option Exercise Price, provided that the Optionee must have owned at least such number of shares for at least six months; or (ii) through the reduction of the shares of Stock that the Optionee would be entitled to receive upon exercise of the Option, such shares to be valued at their Fair Market Value on the date of exercise, less their Option Exercise Price, provided that the Optionee must otherwise have owned at least the number of shares by which the Option Shares are being reduced for at least six months; or (iii) by any combination of the foregoing. For purposes of this Section 6, the Fair Market Value of Stock so delivered or utilized shall be the fair market value of the Stock as determined in the manner established by the Company from time to time. If approved by the Committee, in its sole discretion, the Optionee may engage in a successive exchange (or series of exchanges) in which Stock that the Optionee is entitled to receive upon the exercise of the Option may be simultaneously utilized as payment for the exercise of an additional option or options. (b) Notwithstanding the foregoing, the Optionee may pay the Option Exercise Price for some or all of the Restricted Shares by delivery to the Company of a non-recourse promissory note in the form attached hereto as Exhibit A (the "Note") in the full amount of the Option Exercise Price with respect to the Restricted Shares to be purchased. The Note shall provide that, at such time as the Restriction with respect to the Restricted Shares would terminate pursuant to Section 3 hereof, the Company’s shareholders Optionee shall have approved an amendment the right to pay the applicable installment of the Note (i.e. the Note shall be payable in three installments corresponding to the Plan three vesting dates set forth herein). Notwithstanding anything to increase the contrary contained herein, until the Optionee pays the applicable installment of the Note, the Restriction with respect to the Restricted Shares shall be maintained. In the event that the Note is not fully repaid on or before August 4, 2001, the Optionee shall forfeit the Restricted Shares back to the Company for no consideration. (c) As soon as practical after receipt of this notice and payment, the Company shall deliver a certificate or certificates representing the Option Shares registered in the name of the person or persons exercising this Option. All shares purchased upon the exercise of this Option and payment of the full Option Exercise Price will be fully paid and nonassessable. Notwithstanding the foregoing, the Restricted Shares shall be held by the Company until the Restriction has lapsed and until full payment has been received by the Company, including repayment of the Note, if applicable. Certificates evidencing shares of Common Stock issued upon exercise of the Option may contain such legends reflecting any restrictions upon transfer of the shares evidenced thereby as in the opinion of counsel to the Company may be necessary to the lawful and proper issuance of such certificates. In the event of any failure to take and pay for the number of shares of Company common stock reserved for issuance under Common Stock specified in the Plan to an amount notice of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap exercise on the date stated therein, the Option shall become inoperative as to such number of options and stock appreciation rights that shares, but shall continue with respect to any remaining shares of Common Stock subject to the Option as to which exercise has not yet been made. Delivery of the shares of Common Stock may be issued to a Plan participant in each fiscal year made at the office of the Company is eliminatedor at the office of a transfer agent appointed for the transfer of shares of Common Stock.

Method of Exercising Option. (i) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice delivered to the Company specifying or its designated representative in the manner and at the address for notices set forth in Section 13 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of Shares to for which the Option is being exercised. The notice shall be purchased signed by the person or persons exercising the Option and shall be accompanied by payment in full of the full purchase price Exercise Price for such shares (which written notice Shares being acquired upon the exercise of the Option. Payment of such Exercise Price may be made by one of the following methods: (a) in cash (in the form of Notice of Exercise attached heretoa certified or bank check or such other instrument as the Committee may accept). The Exercise Price shall be payable: ; (ab) in United States dollars upon other shares of Common Stock owned on the date of exercise of the Option by the Employee as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option; (c) in any combination of (a) and may be paid by cash, uncertified or certified check or bank draft; (b) above; (d) by delivery of shares of common stock in payment of all or any part a properly executed exercise notice together with such other documentation as the Committee and a qualified broker, if applicable, shall require to effect an exercise of the option priceOption, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing and delivery to the Company of the proceeds required to pay the Exercise Price; or (e) by requesting that the Company withhold from the such number of Shares then issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option. The payment of the Exercise Price pursuant to Section 5(i)(d) or (e) above may cause a portion of the Option to be treated as a Non-Qualified Stock Option. If the tender of shares of Common Stock as payment of the Exercise Price would result in such the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Employee. If the Option is exercised by any person or persons other manner than the Employee, the notice described in this Section 5(i) shall be accompanied by appropriate proof (as may be authorized from time to time determined by the Company’s board Committee) of directors the right of such person or a compensation committee thereof. Any such notice shall be deemed given when received by persons to exercise the Company at Option under the address provided in Section 10 terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved. (ii) The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200). (iii) The Employee shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: . (aiv) after The Employee agrees that no later than the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number as of shares of Company common stock reserved for issuance under the Plan to which an amount of shares that is sufficient first becomes includible in his gross income for federal income tax purposes with respect to cover the issuance of Shares covered by the Option, and (b) the cap on Employee shall pay to the number Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of options and stock appreciation rights that any kind required by law to be withheld with respect to such amount. Withholding obligations may be issued to a Plan participant in each fiscal year settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option. The obligations of the Company is eliminatedunder this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company, its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the Planprovisions provided herein or incorporated by reference, the Participant may exercise the Option may be exercised, in whole at any time on or in part, by giving written notice prior to the Company specifying the number of Shares Expiration Date with respect to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option priceVested Shares by delivering to the Company, which at its principal place of business, a written notice of exercise in substantially the form attached hereto as Exhibit A, accompanied by payment to the Company of the Exercise Price multiplied by the number of Vested Shares then being purchased. (b) The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph ‎7, the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option. (c) Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares shall be valued of Stock for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is being exercised; or (c) at Optionee’s election, by instructing the Company shall issue (or cause to withhold from be issued) a certificate evidencing the Shares issuable shares of Stock acquired as a result of the exercise of the Option. (d) No purported exercise of an Option shall be effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of common stock Stock being purchased is paid in payment full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; (iii) the approvals, if any, of all governmental authorities required in connection with the Option, or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered pursuant to this Agreement, have been received by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedCompany.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company at its principal office, which is located at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee. (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, by giving written notice with shares of Common Stock, the portion of the Option Price so paid shall be equal to the Company specifying Fair Market Value on the number date of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock the Common Stock surrendered in payment of all such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or any part of cause to be delivered a certificate or certificates representing the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on Shares with respect to which the Option is so exercised; . The certificate or (c) at Optionee’s election, by instructing the Company to withhold from certificates for the Shares issuable upon exercise 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 shares of common stock (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsAwardee and the Awardee's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Awardee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice delivered to the Company specifying or its designated representative in the manner and at the address for notices set forth in Section 13 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of Shares to for which the Option is being exercised. The notice shall be purchased signed by the person or persons exercising the Option and shall be accompanied by payment in full of the full purchase price Exercise Price for such shares (which written notice Shares being acquired upon the exercise of the Option. Payment of such Exercise Price may be made by one of the following methods: (i) in cash (in the form of Notice of Exercise attached heretoa certified or bank check or such other instrument as the Administrator may accept). The Exercise Price shall be payable: ; (aii) in United States dollars upon other shares of Common Stock owned on the date of exercise of the Option by the Employee as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option; (iii) in any combination of (a) and may be paid by cash, uncertified or certified check or bank draft; (b) above; (iv) by delivery of shares of common stock in payment of all or any part a properly executed exercise notice together with such other documentation as the Administrator and a qualified broker, if applicable, shall require to effect an exercise of the option priceOption, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing and delivery to the Company of the proceeds required to pay the Exercise Price; or (v) by requesting that the Company withhold from the such number of Shares then issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Option. If the tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Employee. If the Option is exercised by any person or persons other than the Employee, the notice described in such other manner this Section 5(i) shall be accompanied by appropriate proof (as may be authorized from time to time determined by the Company’s board Administrator) of directors the right of such person or a compensation committee thereof. Any such notice shall be deemed given when received by persons to exercise the Company at Option under the address provided in Section 10 terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Option, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved. (b) The Option may be exercised in accordance with the terms of the Plan and this Agreement with respect to any whole number of Shares, but in no event may an Option be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Option if less than two hundred (200). (c) The Employee shall have no rights of a stockholder with respect to Shares to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: . (ad) after The Employee agrees that no later than the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number as of shares of Company common stock reserved for issuance under the Plan to which an amount of shares that is sufficient first becomes includible in his gross income for federal income tax purposes with respect to cover the issuance of Shares covered by the Option, and (b) the cap on Employee shall pay to the number Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of options and stock appreciation rights that any kind required by law to be withheld with respect to such amount. Withholding obligations may be issued to a Plan participant in each fiscal year settled with shares of Common Stock, including Shares that are acquired upon exercise of the Option. The obligations of the Company is eliminatedunder this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company, its Parent, Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company at its principal office, which is located at One Blue Hill Plaza, Pearl River, New York 10965. Such notice (x xxxxxxxed form of which is attached) shall state the election to exercise the Option and the number of Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment of the full Option Price of such Shares. The Option Price shall be paid to the Company: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee; or (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, by giving written notice with shares of Common Stock, the portion of the Option price so paid shall be equal to the Company specifying Fair Market Value on the number date of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock the Common Stock surrendered in payment of all such Option Price. Upon receipt of such notice and payment, the Company, as promptly as practicable, shall deliver or any part of cause to be delivered a certificate or certificates representing the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on Shares with respect to which the Option is so exercised; . The certificate or (c) at Optionee’s election, by instructing the Company to withhold from certificates for the Shares issuable upon exercise 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 shares of common stock (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsAwardee and the Awardee's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Awardee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to compliance with the terms and conditions of this Option Agreement and the Planapplicable securities laws, the Option may be exercised, exercised in whole or in part, by giving written notice part at any time or from time to time after the Company specifying Grant Date and on or before the number of Shares to be purchased and accompanied Expiration Date by the full purchase price for such shares delivery (which written notice may be in including. without limitation, delivery by facsimile}of the form of Notice of Exercise attached heretohereto as Exhibit 1 (the ''Notice of Exercise"), duly executed by the Optionee, at the principal business address of the Company, and as soon as practicable after such date, (i) surrendering this Option Agreement at the address of the Company, and (ii} providing payment, by check or by wire transfer, of an amount equal to the product obtained by multiplying the number of Option Shares being purchased upon such exercise by the then effective Exercise Price. The Exercise Price shall be payable: (a) in United States dollars upon As soon as practicable on or after the date of an exercise of the Option and may be paid by cashOption, uncertified the Company shall deliver to the person or certified check persons entitled to receive the same a certificate or bank draft; (b) by delivery certificates for the number of whole shares of common stock in payment Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares of all or any part Common Stock shall be issued upon an exercise of the option priceOption. As to any fraction of a share which the Optionee would otherwise be entitled to purchase upon such exercise, which shares 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 Exercise Price or round up to the next whole share. In case of any partial exercise of the Option, 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 valued for this purpose at deemed to have been exercised on the Fair Market Value (as such term is defined in the Plan) close of business on the date on which of delivery of the Notice of Exercise as provided above. The Company acknowledges that the person entitled to receive the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shall be treated for all purposes as the holder of record of such shares of common stock in payment of all or any part as of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board close of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after business on the date hereof, the Company’s shareholders Grantee is deemed to have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by exercised the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised upon written notice to the Company or the securities broker then designated by the Company, the form of such notice shall be provided by the Company upon request. Such notice shall state the election to exercise the Option and the number of shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to 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: (a) In cash, or in its equivalent; (b) In Company Common Stock previously acquired by the Awardee, provided that if such shares of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the Awardee for a period of more than 12 months on the date of exercise; (c) In Company Common Stock newly acquired by the Awardee upon exercise of the Option; or (d) In any combination of (a), (b) and (c) above. In addition, the Option price may also be paid (i) through any cashless exercise procedure then available to any other Director or Key Employee (as defined in the Plan); or (ii) by withholding Company Common Stock otherwise issuable in connection with the exercise of the Option. In the event such Option price is paid, in whole or in part, by giving written notice in Company Common Stock, the portion of the Option price so paid with Company Common Stock shall be equal to the Company specifying the number “fair market value” of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in of Company Common Stock on the form date of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cashOption, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term “fair market value” is defined determined as set forth in the Plan) on . Upon receipt of such notice and payment, the date on 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 (c) at Optionee’s election, by instructing certificates for the Company shares as to withhold from which the Shares issuable upon exercise Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option shares of common stock (or, if the Option shall be exercised by the Awardee and if the Awardee shall so request in payment of all or any part the notice exercising the Option, shall be registered in the name of the exercise price (and/or any related withholding tax obligationsAwardee and the Awardee's spouse, if permissible under applicable law)jointly, which shares with right of survivorship) and shall be valued for this purpose at delivered as provided above to or upon the Fair Market Value written order of the person or in such other manner as may persons exercising the Option. In the event the Option shall be authorized from time to time exercised by any person or persons after the Company’s board legal disability or death of directors or a compensation committee thereof. Any the Awardee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, assessable by the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the Planprovisions provided herein or incorporated by reference, the Participant may exercise the Option may be exercised, in whole at any time on or in part, by giving written notice prior to the Company specifying the number of Shares Expiration Date with respect to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option priceVested Shares by delivering to the Company, which at its principal place of business, a written notice of exercise in substantially the form attached hereto as Exhibit A, accompanied by payment to the Company of the Exercise Price multiplied by the number of Vested Shares then being purchased. (b) The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph 8, the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option. (c) Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares shall be valued of Stock for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is being exercised; or (c) at Optionee’s election, by instructing the Company shall issue (or cause to withhold from be issued) a certificate evidencing the Shares issuable shares of Stock acquired as a result of the exercise of the Option. In the event that the exercise of the Option is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Non-Qualified Option in accordance with Paragraph 15, the Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the exercise of an Incentive Stock Option and a separate certificate evidencing the shares of Stock treated as acquired upon the exercise of a Non-Qualified Option, and shall identify each such certificate accordingly in its stock transfer records. (d) No purported exercise of an Option shall be effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of common stock Stock being purchased is paid in payment full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; and (iii) the approvals, if any, of all governmental authorities required in connection with the Option, or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered pursuant to this Agreement, have been received by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedCompany.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving written notice to the Company specifying the number of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold withhold, from the Shares issuable upon exercise of the Option Option, shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value (less the Exercise Price thereof) or in such other manner as may be authorized from time to time by the Company’s board Board of directors Directors or a compensation committee thereofthe board’s Compensation Committee. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. Subject The Optionee may exercise any Vested Option concurrently with the consummation of a Company Sale Event. The Company shall give Optionee at least 30 days notice of the contemplated consummation of a Company Sale Event. Optionee may exercise this Option within 20 days of the receipt of such notice as to the terms and conditions some or all of this Agreement and the Plan, the Option may be exercised, in whole or in part, Shares by giving written notice delivery to the Company specifying and to Alliance of a written notice in the form attached as Exhibit A (the "Exercise Notice"), which Exercise Notice shall be effective, subject to the requirements of this Agreement, on the later of the date received by both of the Company and Alliance. The Exercise Notice shall state the Optionee's election to exercise the Option, the number of Options in respect of which an election to exercise has been made, the method of payment elected (see Section 5), the exact name or names in which the Shares to then being purchased will be purchased registered and accompanied by the full purchase price for such shares (which written notice may be in social security number of the form of Notice of Exercise attached hereto)Optionee. The Exercise Notice must be signed by the Optionee and must be accompanied by payment of the aggregate Exercise Price shall be payable: (a) of the Shares then being purchased, determined in United States dollars accordance with Part I. All Shares delivered by Alliance upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part of the option price, which shares shall be valued for this purpose at the Fair Market Value (Options as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option as provided herein Agreement shall be fully paid and non-assessablenonassessable upon delivery. Notwithstanding Unless the foregoing, this Option may not be exercised in whole or in part until each Shares issued upon the exercise of the following events has occurred: Options are then the subject of a registration statement effective under the Securities Act of 1933, as amended (a"Securities Act") after (and, if required, there is available for delivery a prospectus meeting the date hereofrequirements of Section 10(a)(3) of the Securities Act), the Company’s shareholders have approved an amendment delivery of the Exercise Notice shall be deemed to be the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered making by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year person delivering such Exercise Notice of the Company is eliminatedrepresentations, acknowledgments and agreements which would be contained in the Investment Letter referred to in Section 9.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the this Option may be exercisedexercised by written notice to the Company, at its principal office in the State of California, which presently is located at 18880 Xxx Xxxxxx Xxxxxx, Suite 450, Irvine, California 92715. 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. This Option may be exercised in whole or in part; provided, however, that Optionee shall be required upon any such exercise to acquire at least the lesser of 4,000 Shares (subject to adjustment as set forth in Paragraph 7 above) or the total number of Shares covered by this Option which, at the time of such exercise, are then vested (as set forth in Paragraph 3 above). Such exercise notice shall be accompanied by payment in (i) cash, certified check, bank draft; (ii) with the prior written consent of the Company, by giving written notice the execution and delivery of Optionee's promissory note in the principal amount of 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 Company specifying to secure payment of the number note, as the Board of Shares Directors may specify, equal to be purchased and accompanied by at the time of exercise, in the aggregate, the full purchase price of such shares, (iii) by cancellation of indebtedness of the Company to Optionee, (iv) by waiver of compensation due or accrued to Optionee for services rendered, (v) with the prior written consent of the Company, and provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his or her Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such shares Shares to forward the exercise price directly to the Company, (which vi) with the prior written notice may be consent of the Company, and provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and NASD Dealer whereby the Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the form amount of Notice the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of Exercise attached heretosuch Shares to forward the exercise price directly to the Company, or (vii) any combination of (i), (ii), (iii), (iv), (v), or (vi) above, 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 received. The Exercise Price certificate or certificates for the shares as to which the Option shall have been so exercised shall be payable: (a) registered in United States dollars upon exercise the name of the person or persons so exercising the Option and may shall be paid by cash, uncertified delivered as provided above to or certified check or bank draft; (b) by delivery of shares of common stock in payment of all or any part upon the written order of the option price, which shares person or persons exercising the Option. In the event the Option shall be valued for this purpose at exercised by any person or persons other than the Fair Market Value (as such term is defined Optionee in accordance with the Plan) on the date on which the Option is exercised; or (c) at Optionee’s electionterms hereof, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessablenonassessable. Notwithstanding the foregoing, The holder of this Option may shall not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment entitled to the Plan privileges of share ownership as to increase the number of any shares of Company common stock reserved for issuance under Common Stock not actually issued and delivered to Optionee. Until and unless the Plan to an amount of shares that is sufficient to cover and the issuance of Shares covered securities thereunder shall have been qualified by permit under the OptionCorporate Securities Act of 1968, as amended (the "California Act"), and registered under the Securities Act of 1933, as amended (b) the cap on "Securities Act"), the number Optionee hereby certifies that all shares of options and stock appreciation rights that may be issued to a Plan participant Common Stock in each fiscal year of the Company is eliminated.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, and, 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 B.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanOption Agreement, the Option may be exercised, in whole or in part, exercised by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in full of the full aggregate purchase price for such shares (which the Option Shares. Attached as Exhibit 1 is a form of written notice may be in acceptable to the form of Notice of Exercise attached hereto). Company. (b) The Exercise Price purchase price shall be payable: (ai) in United States dollars upon exercise cash or its equivalent, or (ii) if shares of the same class as the Option and may be paid by cashShares are traded on a national securities exchange, uncertified or certified check or bank draft; (b) by delivery through the transfer to the Company of shares of common stock in payment of all or previously acquired by the Optionee; provided, however, any part of the option price, which such shares shall be valued for this purpose at the Fair Market Value (as such term is defined in average per share closing price thereof for the Plan) on five trading days preceding the date on of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised; . The certificate or (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which certificates for such shares shall be valued for this purpose at registered in the Fair Market Value name of the person or persons exercising the Option (or, if the Optionee shall so request in such other manner the notice exercising the Option, in the name of the Optionee and the Optionee's spouse, jointly, with right of survivorship) and shall be delivered as may be authorized from time provided above to time or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the Company’s board death or legal disability of directors or a compensation committee thereof. Any the Optionee, such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Option Shares that shall be are purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatednonassessable.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving exercised upon written notice to the Company specifying Company, at its principal office, which is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of Shares shares with respect to which it is being exercised; shall be purchased and signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment of the full purchase price for Option Price of such shares. Only full shares (which written notice may will be in the form of Notice of Exercise attached hereto)issued. Any fractional share will be forfeited. The Exercise Option Price shall be payable: paid to the Company: (a) In cash, or in United States dollars upon its equivalent: certified check, bank draft, or postal or express money order; (b) In Common Stock previously acquired by the Optionee; (c) By decreasing the number of shares for which the Option is exercisable; (d) By delivering a properly executed notice of exercise of the Option to the Company and may be paid by casha broker, uncertified with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or certified check or bank draftloan proceeds necessary to pay the exercise price of the Option; or (e) In any combination of (a), (b), (c) by delivery of shares of common stock in payment of all and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any part of the option priceabove methods to the extent such method(s) would result in adverse accounting consequences to the Company. Upon receipt of such notice and payment, which the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on 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 (c) at or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s electionspouse, by instructing jointly, with right of survivorship) and shall be delivered as provided above to or upon the Company to withhold from the Shares issuable upon exercise written order of the person or persons exercising the Option. In the event the Option shares of common stock in payment of all shall be exercised by any person or any part persons after the legal disability or death of the exercise price (and/or any related withholding tax obligationsOptionee, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessablenon assessable by the Company. Notwithstanding The Optionee shall pay to the foregoing, Company the amount of any Excess realized by the Optionee upon sale of the Common Stock issued upon exercise of this Option may within 20 business days after realization thereof. Any Excess not be exercised in whole or in part timely paid shall bear interest at the rate of 10% per annum until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedpaid.

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option may be exercised, in whole or in part, exercised by giving written notice by registered or certified mail, return receipt requested, addressed to the Company specifying at its offices at the address for notices set forth in Section 9. Such notice shall state that the Option is being exercised thereby and the number of Shares to shares of Common Stock in respect of which it is being exercised. It shall be purchased signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the full purchase Option price for such shares of Common Stock (which written notice may be in the form of Notice of Exercise attached hereto). The Exercise Price shall be payable: (ai) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (bii) by delivery of in shares of common stock in payment of all or any part of the option price, which shares shall Common Stock to be valued for this purpose at the Fair Market Value (as such term is defined in Section 6(b) of the Plan) thereof on the date on which of such exercise, (iii) with a combination of the foregoing, or (iv) by other means authorized by the Committee. If the tender of shares of Common Stock as payment of the Option price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Optionee. If the Option is exercised; exercised by any person or persons other than the Optionee under Section 6, the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. (b) The Option may be exercised in accordance with Section 5 and the terms of the Plan with respect to any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option if less than two hundred (200). (c) at Optionee’s election, The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by instructing the Company to withhold from the Shares issuable upon exercise of the Option until the date of issuance of a certificate or certificates representing such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this Agreement. All Shares that shall be Common Stock purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-non- assessable. Notwithstanding . (d) If at any time the foregoing, this Option may not be exercised in whole or in part until each of Company is required to withhold tax on ordinary income recognized by the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment Optionee with respect to the Plan to increase the number of shares of Company common stock reserved for issuance received under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may amount required to be issued withheld shall be provided to a Plan participant in each fiscal year of the Company is eliminatedby the Optionee. Such amount shall be paid in due course by the Company to the applicable taxing authorities as income taxes withheld.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised, in whole or in part, by giving exercised upon written notice to the Company specifying Company, at its principal office, which is located at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Such notice shall state the election to exercise the Option and the number of Shares shares with respect to which it is being exercised; shall be purchased and signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment of the full purchase price for Option Price of such shares. Only full shares (which written notice may will be in the form of Notice of Exercise attached hereto)issued. Any fractional share will be forfeited. The Exercise Option Price shall be payable: paid to the Company: (a) In cash, or in United States dollars upon its equivalent: certified check, bank draft, or postal or express money order; (b) In Common Stock previously acquired by the Optionee; (c) By decreasing the number of shares for which the Option is exercisable; (d) By delivering a properly executed notice of exercise of the Option to the Company and may be paid by casha broker, uncertified with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or certified check or bank draftloan proceeds necessary to pay the exercise price of the Option; or (e) In any combination of (a), (b), (c) by delivery of shares of common stock in payment of all and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any part of the option priceabove methods to the extent such method(s) would result in adverse accounting consequences to the Company. Upon receipt of such notice and payment, which the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing the shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on 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 (c) at or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s electionspouse, by instructing jointly, with right of survivorship) and shall be delivered as provided above to or upon the Company to withhold from the Shares issuable upon exercise written order of the person or persons exercising the Option. In the event the Option shares of common stock in payment of all shall be exercised by any person or any part persons after the legal disability or death of the exercise price (and/or any related withholding tax obligationsOptionee, if permissible under applicable law), which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received accompanied by appropriate proof of the Company at right of such person or persons to exercise the address provided in Section 10 of this AgreementOption. All Shares shares that shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and non-assessablenon assessable by the Company. Notwithstanding The Optionee (or the foregoingOptionee’s transferee, if any, under Paragraph 7) shall pay to the Company the amount of any Excess realized by the Optionee (or such transferee) upon sale of the Common Stock issued upon exercise of this Option may within 20 business days after realization thereof. Any Excess not be exercised in whole or in part timely paid shall bear interest at the rate of 10% per annum until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminatedpaid.

Method of Exercising Option. Subject to The Optionee may exercise the terms and conditions vested portion of this Agreement and the Plan, the Option may be exercised, in whole or in part, part (to the extent that it is exercisable in accordance with its terms) by giving written notice to the Company specifying Corporation in the number form annexed hereto as Exhibit B, together with the tender of Shares to be purchased and accompanied by the full purchase price for such shares (which written notice may be in of the form of Notice of Exercise attached hereto)Shares covered by the Option. The Exercise Price shall be payable: purchase price may consist of (a) in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; (b) by delivery of shares of common stock in payment of all certified or any part bank check payable to the order of the option Corporation in the amount of the purchase price, (c) a net exercise procedure, consisting of authorization from the Optionee to the Corporation to retain from the total number of Shares as to which shares shall be valued for this purpose at the Option is exercised that number of Shares having a Fair Market Value (as such term is defined in the Planbelow) on the date on of the exercise equal to purchase price (and any withholding if so requested) for the total number of Shares as to which the Option is exercised; , (d) if agreed to by the Board, a broker-assisted cashless exercise, (e) other method, property or consideration if the Board determines acceptance thereof is beneficial to the Corporation or (cf any combination of the methods described in (a) at Optionee’s election, through (f) above. As soon as practicable after receipt by instructing the Company to withhold from Corporation of such notice and of payment in full of the purchase price of all the Shares issuable upon exercise with respect to which the Option has been exercised, a certificate or certificates ( or book entry) representing such Shares shall be issued in the name of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares Optionee and shall be valued for this purpose at delivered to the Fair Market Value or in such other manner as may be authorized from time to time by the Company’s board of directors or a compensation committee thereof. Any such notice shall be deemed given when received by the Company at the address provided in Section 10 of this AgreementOptionee. All Shares that shall be purchased issued only upon receipt by the proper exercise Corporation of the Option as provided herein shall be fully paid Optionee’s representation that the Shares are purchased for investment and non-assessablenot with a view toward distribution thereof. Notwithstanding In the foregoing, event this Option may not be is exercised via a net exercise as set forth in whole or in part until each of the following events has occurred: (aSection 6(c) after the date hereofabove, the Company’s shareholders have approved an amendment Optionee shall deliver written notice to the Plan Corporation as set forth above in this Section 6, in which event the Corporation shall issue to increase Optionee the number of shares of Company common stock reserved for issuance under Option Shares computed according to the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.following equation: ; where

Method of Exercising Option. (a) Subject to the terms and conditions of this Agreement and the PlanAgreement, the Option Options may be exercised, in whole or in part, exercised by giving written notice delivered to the Company specifying or its designated representative in the manner and at the address for notices set forth in Section 13 hereof. Such notice shall state that the Options are being exercised thereby and shall specify the number of Shares to for which the Options are being exercised. The notice shall be purchased signed by the person or persons exercising the Options and shall be accompanied by payment in full of the full purchase price Exercise Price for such shares (which written notice Shares being acquired upon the exercise of the Options. Payment of such Exercise Price may be made by one of the following methods: (i) in cash (in the form of Notice of Exercise attached heretoa certified or bank check or such other instrument as the Administrator may accept). The Exercise Price shall be payable: ; (aii) in United States dollars upon other shares of Common Stock owned on the date of exercise of the Option Options by the Recipient based on the Fair Market Value of such shares on such date of exercise; (iii) in any combination of (i) and may be paid by cash, uncertified or certified check or bank draft; (bii) above; (iv) by delivery of shares of common stock in payment of all or any part a properly executed exercise notice together with such other documentation as the Administrator and a qualified broker, if applicable, shall require to effect an exercise of the option priceOptions, which shares shall be valued for this purpose at the Fair Market Value (as such term is defined in the Plan) on the date on which the Option is exercised; or (c) at Optionee’s election, by instructing and delivery to the Company of the proceeds required to pay the Exercise Price; or (v) by requesting that the Company withhold from the a number of Shares then issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be valued for this purpose at the Options as will have a Fair Market Value equal to the Exercise Price of the remaining Shares being acquired upon the exercise of the Options. If the tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Stock, the Company shall instead return the balance in cash or by check to the Recipient. If the Options are exercised by any person or persons other than the Recipient, the notice described in this Section 5(a) shall be accompanied by appropriate proof (as determined by the Administrator) of the right of such other manner person or persons to exercise the Options under the terms of the Plan and this Agreement. The Company shall issue and deliver, in the name of the person or persons exercising the Options, a certificate or certificates representing such Shares as soon as practicable after notice and payment are received and the exercise is approved. (b) The Options may be authorized from time exercised in accordance with the terms of the Plan and this Agreement with respect to time any whole number of Shares, but in no event may any Options be exercised as to fewer than one hundred (100) Shares at any one time, or the remaining Shares covered by the Company’s board Options if less than two hundred (200). (c) The Recipient shall have no rights of directors a stockholder with respect to Shares to be acquired by the exercise of the Options until the date of issuance of a certificate or a compensation committee thereofcertificates representing such Shares. Any such notice No adjustment shall be deemed given when received by made for dividends or other rights for which the Company at record date is prior to the address date such stock certificate is issued, except as provided in Section 10 7 of this Agreement. All Shares that shall be purchased upon the proper exercise of the Option Options as provided herein shall be fully paid and non-assessable. (d) The Recipient agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Options, the Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Notwithstanding the foregoingWithholding obligations may be settled with shares of Common Stock, this Option may not be exercised in whole or in part until each including Shares that are acquired upon exercise of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year Options. The obligations of the Company is eliminatedunder this Agreement and the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Recipient.