Common use of Method of Exercising Options Clause in Contracts

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and the Plan. (b) If the Option Holder is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To Subject to the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreementprovisions provided herein, the Option Participant may be exercised by exercise the Option Holder Options at any time, or from time to time, in whole or in part, on or prior to the earlier Option Expiration Date with respect to all or any part of the cancellation Vested Shares by delivering to the Company, at its principal place of business, a written notice of exercise in substantially the form attached as Exhibit A, accompanied by payment to the Company of the Option (as set forth in Section 6 Exercise Price multiplied by the number of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Vested Shares to be acquired in accordance with the terms and conditions of this Award Agreement and the Planthen being purchased. (b) If The notice of exercise must be signed by the Option Holder is entitled Participant; provided however, that if the Options are being exercised by a person or persons other than the Participant pursuant to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or partParagraph 8, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in exercise must be signed by such form as may be designated by the Company in its sole discretion, specifying the exercise date other person or persons and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is proof acceptable to the CommitteeCompany of the legal right and authority of such person or persons to exercise the Options. (c) The Committee may permit the Option Holder to elect to pay the Option Price Upon acceptance of such notice and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion receipt of payment in full of the Option Shares purchase price for the shares of Stock for which the Options are being exercised, the Company shall issue (or cause to be issued) a certificate evidencing the shares of Stock acquired upon as a result of the exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exerciseOptions. (d) The Company’s obligation to deliver No purported exercise of an Option Shares shall be effective and no shares of Stock shall be issued to the Participant upon exercise of an Option Holder under until: (i) the Exercise Price for the shares of Stock being purchased is paid in full in the manner provided in this Award Agreement is subject Agreement; (ii) all applicable taxes required to and conditioned upon be withheld have been paid in full; (iii) the Option Holder satisfying approvals, if any, of all tax obligations associated governmental authorities required in connection with the Option Holder’s receiptOptions, holding and exercise or the issuance of the Option. Unless otherwise approved Shares pursuant to this Agreement, have been received by the Committee, all such tax obligations shall be payable in accordance with the provisions of the PlanCompany. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To Subject to the extent that the Option is vested terms and exercisable in accordance with Section 4 conditions of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior written notice delivered to the earlier of Company or its designated representative in the cancellation of manner and at the Option (as address for notices set forth in Section 6 11 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of this Award Agreementshares of Common Stock involved. The notice shall be signed by the person or persons exercising the Option and shall be accompanied by payment in full of the Option price for such shares of Common Stock, such payment to be made in (i) cash, as described in Section 8(c) of the Plan; (ii) subject to Section 8(c) of the Plan, that number of Mature Shares of unrestricted Common Stock, or vested Restricted Stock, which has an aggregate Fair Market Value as of the Expiration Datedate of exercise equal to the aggregate exercise price for all of the shares of Common Stock subject to such exercise; (iii) a combination of methods (i) and (ii); (iv) to the extent permitted by applicable law, upon pursuant to independently arranged broker assisted "cashless" exercise with third party brokers unrelated to the Company; or (v) other means authorized by the Committee in accordance with Section 8(c) of the Plan. If the tender of shares of Common Stock as payment of the Option Price for 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 Shares is exercised by any person or persons other than the Optionee, the notice described in this Section 8(a) shall be accompanied by appropriate proof (as determined by the Committee) of the right of such person or persons to exercise the Option 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 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 acquired exercised in accordance with the terms of the Plan and conditions this Agreement with respect to any whole number of this Award Agreement and the Plan. (b) If the Option Holder is entitled shares subject to exercise the vested and exercisable portion of the Option, and wishes but in no event may an Option be exercised as to do sofewer than one hundred (100) shares at any one time, in whole or part, the remaining shares covered by the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise if less than two hundred (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company200), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit 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 Company a sufficient portion date such stock certificate is issued. All shares of Common Stock purchased upon the exercise of the sale proceeds to pay the Option Price as provided herein shall be fully paid and any applicable tax withholding resulting from such exercisenon-assessable. (d) The Company’s obligation to deliver Option Shares Optionee 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 Option Holder under this Award Agreement Option, the Optionee 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. Withholding obligations may be settled with Common Stock, including Common Stock that is subject to and conditioned acquired upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by The obligations of the Committee, all such tax obligations Company under this Agreement and the Plan shall be payable in accordance with conditional on such payment or arrangements, and the provisions of Company, its Affiliates and Subsidiaries shall, to the Plan. (e) The Company and its affiliates and Subsidiariesextent permitted by law, as applicable, shall be entitled have the right to deduct any such taxes from any compensation payment otherwise due to the Option Holder the amount necessary to satisfy all such taxesEmployee. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To Subject to the extent that the Option is vested terms and exercisable in accordance with Section 4 conditions of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior written notice delivered to the earlier of Company or its designated representative in the cancellation of manner and at the Option (as address for notices set forth in Section 6 11 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of this Award Agreementshares of Common Stock involved. The notice shall be signed by the person or persons exercising the Option and shall be accompanied by payment in full of the Option price for such shares of Common Stock, such payment to be made in (i) cash, as described in Section 8(c) of the Plan; (ii) subject to Section 8(c) of the Plan, that number of Mature Shares of unrestricted Common Stock, or vested Restricted Stock, which has an aggregate Fair Market Value as of the Expiration Datedate of exercise equal to the aggregate exercise price for all of the shares of Common Stock subject to such exercise; (iii) shares of Common Stock which would otherwise be delivered pursuant to the exercise of the Option having an aggregate Fair Market Value, upon determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, provided that the Committee determines that such withholding of shares does not cause the Company to recognize an increased compensation expense under applicable accounting principles; (iv) a combination of methods (i), (ii) and (iii); (v) to the extent permitted by applicable law, pursuant to independently-arranged broker assisted "cashless" exercise with third party brokers unrelated to the Company; or (vi) other means authorized by the Committee in accordance with Section 8(c) of the Plan. If the tender or withholding of shares of Common Stock as payment of the Option Price for 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 Shares is exercised by any person or persons other than the Optionee, the notice described in this Section 8(a) shall be accompanied by appropriate proof (as determined by the Committee) of the right of such person or persons to exercise the Option 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 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 acquired exercised in accordance with the terms of the Plan and conditions this Agreement with respect to any whole number of this Award Agreement and the Plan. (b) If the Option Holder is entitled shares subject to exercise the vested and exercisable portion of the Option, and wishes but in no event may an Option be exercised as to do sofewer than one hundred (100) shares at any one time, in whole or part, the remaining shares covered by the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise if less than two hundred (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company200), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit 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 Company a sufficient portion date such stock certificate is issued. All shares of Common Stock purchased upon the exercise of the sale proceeds to pay the Option Price as provided herein shall be fully paid and any applicable tax withholding resulting from such exercisenon-assessable. (d) The Company’s obligation to deliver Option Shares Optionee 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 Option Holder under this Award Agreement Option, the Optionee 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. Withholding obligations may be settled with Common Stock, including Common Stock that is subject to and conditioned acquired upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option, having an aggregate Fair Market Value not in excess of the amount determined by applying the minimum statutory withholding rate. Unless otherwise approved by The obligations of the Committee, all such tax obligations Company under this Agreement and the Plan shall be payable in accordance with conditional on such payment or arrangements, and the provisions of Company, its Affiliates and Subsidiaries shall, to the Plan. (e) The Company and its affiliates and Subsidiariesextent permitted by law, as applicable, shall be entitled have the right to deduct any such taxes from any compensation payment otherwise due to the Option Holder the amount necessary to satisfy all such taxesEmployee. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and the Plan. (b) If the Option Holder is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the an Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time Subject to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and Agreement, the Plan. (b) If Options may be exercised by written notice to the Option Holder is entitled Company, at the principal executive office of the Company. Such notice shall state the election to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date Options and the number of Option Shares shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the payment of the full purchase price for such shares, which shall be payable (i) in cash; (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to the Company of shares of Common Stock having a fair market value (as defined in Section 9.B) equal to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased pursuant to such exerciseas soon as practicable after the notice and payment shall be received. Except The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise by a third party broker as provided belowpursuant to (iv) above, all be registered in order for the notice to be effective the notice must be accompanied by payment name of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations Optionee arid shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon Optionee. All shares purchased upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares Options shall be reduced on fully paid and non-assessable. The Optionee shall not have the rights of a one-for-one basisstockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

Method of Exercising Options. The Optionee may exercise the Options by delivering to the Company (ai) To a written notice stating the extent number of shares of Common Stock that the Option is vested Optionee has elected to purchase at that time from the Company and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreementii) or the Expiration Date, upon full payment of the Option Price purchase price of the shares of Common Stock then to be purchased. Payment of the exercise price for the Option Shares shares of Common Stock upon any exercise of the Options may be made by check payable to the order of the Company; provided, however, that in Payment of the exercise price for the shares of Common Stock upon any exercise of the Options may be acquired made by check payable to the order of the Company; provided, however, that in accordance the event that the Optionee enters into an Employment Agreement with the Company and Optionee's employment is terminated without Cause or the Optionee terminates his employment for Good Reason (as and if such capitalized terms are defined in his Employment Agreement with the Company), subject to Sections 5 and conditions 6 hereof, the Optionee shall have the right to pay the exercise price for the shares of this Award Agreement and the Plan. (b) If the Option Holder is entitled to exercise the vested and exercisable portion Common Stock by delivery of shares of Common Stock of the Option, and wishes to do so, in whole Company or part, the Option Holder shall deliver surrender of Options (having a fair market value equal to the Company a fully completed and executed notice purchase price of exercisethe Common Stock issuable upon exercise of the Options over the applicable exercise price) duly endorsed in blank or accompanied by appropriate stock powers, in together with such form amount as may be designated by the Company shall, in its sole discretion, specifying deem necessary to satisfy any tax withholding obligation or tax arising by reason of the transfer of such shares of Common Stock ("CASHLESS EXERCISE"). In connection with any Cashless Exercise, only full shares of Common Stock of the Company with an aggregate fair market value not exceeding the exercise date price will be accepted in payment, and any portion of the exercise price which is in excess of such aggregate fair market value must be paid in cash or by certified or bank cashier's check payable to the order of the Company, it being understood that the Company shall not be required to pay cash in exchange for tendered certificates. If the tendered certificate(s) evidence more shares of Common Stock than are accepted for payment, an appropriate replacement certificate shall be issued to the Optionee for the number of Option Shares to be purchased pursuant to such exercise. Except in the case excess shares of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the CommitteeCommon Stock. (c) The Committee may permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To Subject to the extent that the Option is vested terms and exercisable in accordance with Section 4 conditions of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior written notice delivered to the earlier of Company or its designated representative in the cancellation of manner and at the Option (as address for notices set forth in Section 6 11 hereof. Such notice shall state that the Option is being exercised thereby and shall specify the number of this Award Agreementshares of Common Stock involved. The notice shall be signed by the person or persons exercising the Option and shall be accompanied by payment in full of the Option price for such shares of Common Stock, such payment to be made in (i) cash, as described in Section 8(c) of the Plan; (ii) subject to Section 8(c) of the Plan, that number of Mature Shares of unrestricted Common Stock, or vested Restricted Stock, which has an aggregate Fair Market Value as of the Expiration Datedate of exercise equal to the aggregate exercise price for all of the shares of Common Stock subject to such exercise; (iii) a combination of methods (i) and (ii); (iv) to the extent permitted by applicable law, upon pursuant to independently-arranged broker assisted "cashless" exercise with third party brokers unrelated to the Company; or (v) other means authorized by the Committee in accordance with Section 8(c) of the Plan. If the tender of shares of Common Stock as payment of the Option Price for 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 Shares is exercised by any person or persons other than the Optionee, the notice described in this Section 8(a) shall be accompanied by appropriate proof (as determined by the Committee) of the right of such person or persons to exercise the Option 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 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 acquired exercised in accordance with the terms of the Plan and conditions this Agreement with respect to any whole number of this Award Agreement and the Plan. (b) If the Option Holder is entitled shares subject to exercise the vested and exercisable portion of the Option, and wishes but in no event may an Option be exercised as to do sofewer than one hundred (100) shares at any one time, in whole or part, the remaining shares covered by the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise if less than two hundred (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company200), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit 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 Company a sufficient portion date such stock certificate is issued. All shares of Common Stock purchased upon the exercise of the sale proceeds to pay the Option Price as provided herein shall be fully paid and any applicable tax withholding resulting from such exercisenon-assessable. (d) The Company’s obligation to deliver Option Shares Optionee 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 Option Holder under this Award Agreement Option, the Optionee 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. Withholding obligations may be settled with Common Stock, including Common Stock that is subject to and conditioned acquired upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by The obligations of the Committee, all such tax obligations Company under this Agreement and the Plan shall be payable in accordance with conditional on such payment or arrangements, and the provisions of Company, its Affiliates and Subsidiaries shall, to the Plan. (e) The Company and its affiliates and Subsidiariesextent permitted by law, as applicable, shall be entitled have the right to deduct any such taxes from any compensation payment otherwise due to the Option Holder the amount necessary to satisfy all such taxesEmployee. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. The Optionee may exercise the Options by delivering to the Company (ai) To a written notice stating the extent number of shares of Common Stock that the Option is vested Optionee has elected to purchase at that time from the Company and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreementii) or the Expiration Date, upon full payment of the Option Price purchase price of the shares of Common Stock then to be purchased. Payment of the exercise price for the Option Shares shares of Common Stock upon any exercise of the Options may be made by check payable to be acquired the order of the Company; provided, however, that in accordance the event that the Optionee enters into an Employment Agreement with the Company and Optionee's employment is terminated without Cause or the Optionee terminates his employment for Good Reason (as and if such capitalized terms are defined in his Employment Agreement with the Company), subject to Sections 5 and conditions 6 hereof, the Optionee shall have the right to pay the exercise price for the shares of this Award Agreement and the Plan. (b) If the Option Holder is entitled to exercise the vested and exercisable portion Common Stock by delivery of shares of Common Stock of the Option, and wishes to do so, in whole Company or part, the Option Holder shall deliver surrender of Options (having a fair market value equal to the Company a fully completed and executed notice purchase price of exercisethe Common Stock issuable upon exercise of the Options over the applicable exercise price) duly endorsed in blank or accompanied by appropriate stock powers, in together with such form amount as may be designated by the Company shall, in its sole discretion, specifying deem necessary to satisfy any tax withholding obligation or tax arising by reason of the transfer of such shares of Common Stock ("Cashless Exercise"). In connection with any Cashless Exercise, only full shares of Common Stock of the Company with an aggregate fair market value not exceeding the exercise date price will be accepted in payment, and any portion of the exercise price which is in excess of such aggregate fair market value must be paid in cash or by certified or bank cashier's check payable to the order of the Company, it being understood that the Company shall not be required to pay cash in exchange for tendered certificates. If the tendered certificate(s) evidence more shares of Common Stock than are accepted for payment, an appropriate replacement certificate shall be issued to the Optionee for the number of Option Shares to be purchased pursuant to such exercise. Except in the case excess shares of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the CommitteeCommon Stock. (c) The Committee may permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis.

Method of Exercising Options. (a) To The Optionee may exercise the extent Options within the time permitted under the 1992 Plan by delivering to the Company (i) a written notice stating the number of shares of Common Stock that the Option is vested Optionee has elected to purchase at that time from the Company and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreementii) or the Expiration Date, upon full payment of the Option Price for purchase price of the Option Shares shares of Common Stock then to be acquired in accordance with the terms and conditions of this Award Agreement and the Planpurchased. (b) If the Option Holder is entitled to exercise the vested and exercisable portion Payment of the Option, and wishes to do so, in whole or part, exercise price for the Option Holder shall deliver shares of Common Stock upon any exercise of the Options may be made by check payable to the Company a fully completed and executed notice order of exercisethe Company; provided, however, that in such form as may be designated by the event that Optionee enters into an Employment Agreement with the Company and the Optionee's employment is terminated without Cause or the Optionee terminates his employment for Good Reason (as and if such capitalized terms are defined in his Employment Agreement with the Company), subject to Sections 5 and 6 hereof the Optionee shall have the right to pay the exercise price for the shares of Common Stock by delivery of shares of Common Stock of the Company or surrender of Options (having a fair market value equal to the purchase price of the Common Stock issuable upon exercise of the Options over the applicable exercise price) duly endorsed in blank or accompanied by appropriate stock powers, together with such amount as the Company shall, in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient deem necessary to satisfy any tax withholding obligation or tax obligations arising by reason of the Company that arise in connection with transfer of such exercise shares of Common Stock (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company"CASHLESS EXERCISE"), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit In connection with any Cashless Exercise, only full shares of Common Stock of the Option Holder to elect to pay Company with an aggregate fair market value not exceeding the Option Price exercise price will be accepted in payment, and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise price which is in excess of such aggregate fair market value must be paid in cash or by certified or bank cashier's check payable to the order of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, it being understood that the Company shall cause certificates not be required to pay cash in exchange for tendered certificates. If the Shares purchased hereunder to tendered certificate(s) evidence more shares of Common Stock than are accepted for payment, an appropriate replacement certificate shall be delivered issued to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, Optionee for the number of Option Shares shall be reduced on a one-for-one basisexcess shares of Common Stock.

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and the Plan. (b) If the Option Holder is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise. Except in the case of exercise by a third party broker as provided below, in order for the notice to be effective the notice must be accompanied by payment of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. The Committee may also permit the Option Holder to elect to pay the Option Price and any applicable tax withholding resulting from such exercise by authorizing the withholding of Option Shares otherwise deliverable to the Option Holder having a Fair Market Value at the time of exercise equal to the total Option Price together with any withholding taxes, or through any other means authorized by the Plan. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares shall be reduced on a one-for-one basis. (h) Notwithstanding the foregoing, if on the Expiration Date the Fair Market Value of one Share exceeds the Option Price of the Option by [ ], the Option Holder has not exercised the Option and the Option has not otherwise expired, the Option shall be deemed to have been exercised by the Option Holder on such day [pursuant to such procedures as may be determined by the Committee].

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time Subject to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and Agreement, the Plan. (b) If Options may be exercised by written notice to the Option Holder is entitled Company, at the principal executive office of the Company. Such notice shall state the election to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date Options and the number of Option Shares shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the payment of the full purchase price for such shares, which shall be payable (i) in cash; (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to the Company of shares of Common Stock having a fair market value (as defined in Section 9.B) equal to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the Company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges, to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased pursuant to such exerciseas soon as practicable after the notice and payment shall be received. Except The certificate or certificates for the shares purchased shall, except as otherwise instructed in the case of an exercise by a third party broker as provided belowpursuant to (iv) above, all be registered in order for the notice to be effective the notice must be accompanied by payment name of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the Option Holder to elect to pay the Option Price Optionee and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon Optionee. All shares purchased upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares Options shall be reduced on fully paid and non-assessable. The Optionee shall not have the rights of a one-for-one basisstockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

Method of Exercising Options. (a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Award Agreement, the Option may be exercised by the Option Holder at any time, or from time Subject to time, in whole or in part, on or prior to the earlier of the cancellation of the Option (as set forth in Section 6 of this Award Agreement) or the Expiration Date, upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Award Agreement and Agreement, the Plan. (b) If Options may be exercised by written notice to the Option Holder is entitled Company, at the principal executive office of the Company. Such notice shall state the election to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Option Holder shall deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date Options and the number of Option Shares shares in respect of which they are being exercised and shall be signed by the Optionee. Such notice shall be accompanied by the payment of the full purchase price for such shares, which shall be payable (i) in cash; (ii) by certified check or bank cashier's check payable to the order of the Company in the amount of such purchase price; (iii) by delivery to the Company of shares of Common Stock having a fair market value (as defined in Section 9.B) equal to such purchase price, provided that such shares have been owned by the Optionee for at least six (6) months or such other period as the Company may determine is necessary to avoid adverse accounting treatment by the Company; (iv) in the event that the exercise of the Options is covered by an effective registration statement, by the delivery from a broker to the Company of an amount of loan proceeds necessary to pay such purchase price, pursuant to the Optionee's instructions to the broker to sell some or all of the shares of Common Stock to be issued upon exercise of the Options and to repay the loan from the proceeds of the sale, to deliver the remaining cash proceeds, less commissions, brokerage fees and interest charges to the Optionee and to deliver any remaining shares to the Optionee; or (v) by any combination of the methods of payment described in (i) through (iv) above. The Company shall deliver a certificate or certificates representing the shares purchased pursuant to such exerciseas soon as practicable after the notice and payment shall be received. Except The certificate or certificates for the shares purchased shall except as otherwise instructed in the case of an exercise by a third party broker as provided belowpursuant to (iv) above, all be registered in order for the notice to be effective the notice must be accompanied by payment name of the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan. The form of payment of the Option Price must be in (a) cash, certified check or bank draft, (b) an election to make a cashless exercise through a registered broker-dealer (if approved in advance by the Committee or an executive officer of the Company), or (c) any other form of payment that is acceptable to the Committee. (c) The Committee may permit the Option Holder to elect to pay the Option Price Optionee and any applicable tax withholding resulting from such exercise by authorizing a third-party broker to sell all or a portion of the Option Shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the Option Price and any applicable tax withholding resulting from such exercise. (d) The Company’s obligation to deliver Option Shares to the Option Holder under this Award Agreement is subject to and conditioned upon the Option Holder satisfying all tax obligations associated with the Option Holder’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. (e) The Company and its affiliates and Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Option Holder the amount necessary to satisfy all such taxes. (f) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Award Agreement, the Company shall cause certificates for the Shares purchased hereunder to be delivered to the Option Holder or (subject to Section 19.8 of the Plan) cause a noncertificated book-entry representing such Shares to be made. (g) Upon Optionee. All shares purchased upon the exercise of the Option Holder’s right to purchase the Option Shares under the Option, the number of Option Shares Options shall be reduced on fully paid and non-assessable. The Optionee shall not have the rights of a one-for-one basisstockholder with respect to the shares covered by the Options until the date of issuance of a stock certificate to him for such shares. Except as expressly provided in Section 9, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.