Common use of Method of Option Exercise Clause in Contracts

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.

Method of Option Exercise. A. Subject to the terms and conditions of this AgreementOption Terms, the Options Option may be exercised in whole or in part by filing a written notice to with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company’s close of business on the Corporate Secretary last business day that occurs prior to the Expiration Date, together with a signed Investment Representation Statement in a form substantially similar to the form attached hereto as Exhibit A in the event that the Common Stock to be issued to the holder will not be registered under the Securities Act of the Company (the “Secretary”)1933, as amended. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Participant elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price Exercise Price for such shares of Common Stock indicated by the Purchased SharesParticipant’s election. Payment may be by cash or, subject to limitations imposed by applicable law, by such means as the Committee from time to time may permit, provided that payment may be made by a net exercise such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of shares of Common Stock equal in value to (iia) delivery to the Company of the number of Shares duly endorsed for transfer shares as to which the Option is being exercised, multiplied by (b) a fraction, the numerator of which is the closing sales price of a share of Common Stock on the NYSE MKT on the date of exercise less the Exercise Price, and owned the denominator of which is such closing sales price (the number of net shares to be received shall be rounded down to the nearest whole number of shares). Notwithstanding anything in the Option Terms to the contrary, the Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Common Stock is traded, including without limitation, the rule requiring approval by the Employee that have NYSE MKT of an aggregate Fair Market Value equal to additional listing application for the aggregate purchase price issuance of the Purchased Shares or (iii) payment therefor made in such other manner as may Covered Shares, and shall not be acceptable to exercisable during any blackout period established by the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given from time to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holdertime. The Company shall issue the Shares shall, within 90 days of the said Purchased Shares as soon as practicable after receipt Date of Grant, file a registration statement on Form S-8 with the notice United States Securities and all required payments by Exchange Commission with respect to the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsCovered Shares.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options Option may be exercised in whole or in part by filing a written notice to notice(s), in the Company at its executive offices to form attached hereto as Exhibit A, with the attention of the Corporate Secretary of the Company (at the “Secretary”)Company's corporate headquarters prior to the Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee's election. Payment shall be by cash or by check payable to the order Company or by any of the following methods, or any combination thereof; provided, however, that the Optionee may only use methods (i) through (iii) below if such method of exercise is expressly approved for the Optionee by the Board prior to exercise and permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in by waiver of compensation due or accrued to Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Option, and provided that a public market for the Company's stock exists: (1) 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such other manner as may be acceptable Option Shares to forward the Exercise Price directly to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.Company; or

Method of Option Exercise. A. (a) Subject to the terms and conditions of this AgreementAgreement and the Plan, the Options Option may be exercised in whole or in part by filing a written notice to notice, in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company's close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee's election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Board and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in such other manner as may be acceptable to the Company on by tender of a full recourse promissory note having such terms as may be determined approved by the Compensation Committee Board and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Board Code; [provided, however, that the Optionee will not be entitled to purchase Option Shares with a promissory note unless the note is adequately secured by collateral other than the Option Shares] [INSERT THE BRACKETED PHRASE IF OPTIONEE IS NOT AN EMPLOYEE OR DIRECTOR OF THE COMPANY, IF THE OPTIONEE IS AN EXECUTIVE OFFICER OR DIRECTOR, DELETE THIS SUBPARAGRAPH (III) COMPLETELY]; (iv) by waiver of Directors compensation due or accrued to Optionee for services rendered; (the “Committee”). “Fair Market Value” shall have the meaning given v) with respect only to that term in the 2009 Plan. In addition to and at the time of payment purchases upon exercise of the purchase priceOption, and provided that a public market for the person exercising Company's stock exists: (1) through a "same day sale" commitment from the Options shall 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Option Shares to forward the Exercise Price directly to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.Company; or

Method of Option Exercise. A. (a) Subject to the terms and conditions of this AgreementAgreement and the Plan, the Options Option may be exercised in whole or in part by filing a written notice to notice(s), in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company’s close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee’s election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Committee and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal to been paid for within the aggregate purchase price meaning of Rule 144 under the Purchased Shares Securities Act of 1933, as amended; or (B) were obtained by the Optionee in the public market; (iii) payment therefor made in such other manner as may be acceptable by waiver of compensation due or accrued to the Company on such terms as may be determined by the Compensation Committee Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Board Option, and provided that a public market for the Company’s stock exists: (1) through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of Directors the National Association of Securities Dealers (an “NASD Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Option Shares to forward the Exercise Price directly to the Company; or (2) through a “Committee”). “Fair Market Valuemargin” shall have commitment from the meaning given Optionee and a NASD Dealer whereby the Optionee irrevocably elects to that term exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the 2009 Plan. In addition to and at the time of payment amount of the purchase priceExercise Price, and whereby the person exercising NASD Dealer irrevocably commits upon receipt of such Option Shares to forward the Options shall pay Exercise Price directly to the Company the full amount of Company; or (v) by any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election combination of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Optionsforegoing.

Method of Option Exercise. A. (a) Subject to the terms and conditions of this Agreement, the Options Option may be exercised in whole or in part by filing a written notice to notice, in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company's close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee's election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Board and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in by waiver of compensation due or accrued to Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Option, and provided that a public market for the Company's stock exists: (1) 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such other manner as may be acceptable Option Shares to forward the Exercise Price directly to the Company on such terms Company; or (2) through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as may be determined by security for a loan from the Compensation Committee NASD Dealer in the amount of the Board Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of Directors (such Option Shares to forward the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay Exercise Price directly to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.Company; or

Method of Option Exercise. A. (a) Subject to the terms and conditions of this AgreementAgreement and the Plan, the Options Option may be exercised in whole or in part by filing a written notice to notice(s), in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company’s close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee’s election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Committee and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal to been paid for within the aggregate purchase price meaning of Rule 144 under the Purchased Shares Securities Act of 1933, as amended; or (B) were obtained by the Optionee in the public market; (iii) payment therefor made in by waiver of compensation due or accrued to Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Option, and provided that a public market for the Company’s stock exists: (1) 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such other manner as may be acceptable Option Shares to forward the Exercise Price directly to the Company on such terms Company; or (2) through a “margin” commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as may be determined by security for a loan from the Compensation Committee NASD Dealer in the amount of the Board Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of Directors such Option Shares to forward the Exercise Price directly to the Company; or (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment v) by any combination of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Optionsforegoing.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options Option may be exercised by written notice to the Company Corporation at its executive offices to the Westinghouse Corporate Information Services, Xxxx Xxxxxx Xxx 00000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, attention of the Corporate Secretary of the Company (the “Secretary”)Executive Compensation Services. Such notice shall state the election to exercise the OptionsOption, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the OptionsOption. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made said shares in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee Corporation prior to delivery of the Board of Directors (the “Committee”)certificate or certificates representing said shares. “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment Notice of the purchase price, exercise of the person exercising the Options shall pay Option to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment Executive Compensation Services may also be made in given by FAX bearing the form appropriate signature if followed promptly by a written confirmation of payroll withholding, at the election of the option holdersuch exercise. The Company Corporation shall issue the Shares of the deliver a certificate or certificates representing said Purchased Shares shares as soon as practicable after the notice shall be received by the Corporation. The certificate or certificates for the shares as to which the Option have been so exercised shall not be registered earlier than five business days after receipt of notification of the notice and all required payments by exercise of the Option and, unless the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options Option shall otherwise direct the Company Corporation in writing, such Shares certificate or certificates for the shares shall be registered in the name of the person or persons so exercising the Options Option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsOption. In the event the Option shall be exercised by any person or persons other than Xx. Xxxxxx, such notice shall be accompanied by appropriate proof of the derivative right of such person or persons to exercise the Option. The date of exercise of the Option shall be the date on which the aforesaid notice is received. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

Method of Option Exercise. A. (a) Subject to the terms and conditions of this AgreementAgreement and the Plan, the Options Option may be exercised in whole or in part by filing a written notice to notice, in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company’s close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee’s election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Board and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in by waiver of compensation due or accrued to Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Option, and provided that a public market for the Company’s stock exists: (1) 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such other manner as may be acceptable Option Shares to forward the Exercise Price directly to the Company on such terms Company; or (2) through a “margin” commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as may be determined by security for a loan from the Compensation Committee NASD Dealer in the amount of the Board Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of Directors such Option Shares to forward the Exercise Price directly to the Company; or (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment v) by any combination of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Optionsforegoing.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the vested Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “SecretaryNotice”). Such notice The Notice shall state the election to exercise the vested Options, shall state the number of shares Shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the such Options. In no case may the vested Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the vested Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the vested Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the CompanyCompany and not under a notice of resignation. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise vested Options (in the Optionscase of the Employee’s guardian or legal representative, such guardian or legal representative, as applicable, will be considered to be the Employee for purposes of exercising the Employee’s rights in this Section 4, Subsections A and B). B. Such notice A Notice shall be accompanied by (i1) a personal check or wire transfer payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii2) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii3) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”)Directors. “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the vested Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee Board of Directors in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holderEmployee, provided that the required payroll withholding occurs within one pay period. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Purchased Shares shall be registered in the name of the person or persons so exercising the Options Employee and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsEmployee.

Method of Option Exercise. A. Subject In order to the terms and conditions of exercise this AgreementOption, the Options may be exercised Grantee must comply with procedures adopted by written notice to the Company at its executive offices from time to time. In addition, the attention Grantee must consult with a member of the Corporate Secretary Company’s Law Department prior to exercising the Option and/or selling any Shares of the Company (the “Secretary”)Stock received pursuant to such exercise. Such notice shall state the election The Grantee may elect to exercise the OptionsOption, shall state in whole or in part, by delivering previously owned shares of Common Stock having a Fair Market Value on the date of exercise equal to the portion of the exercise price the Grantee intends to pay with such shares. If the Grantee surrenders shares of previously owned Common Stock to exercise the Option, in whole or in part, the Grantee may defer the receipt of that number of shares of Common Stock issuable upon such exercise which is in excess of the number of shares delivered by the Grantee to exercise the Option. The number of shares issuable pursuant to the exercise of the Option that is equal to the number of shares surrendered to exercise the option shall be issued to the Grantee regardless of any deferral election. To effect such a deferral, the Grantee must file a written election, on a form desired by the Company, with the Company prior to the beginning of the calendar year in which the Grantee exercises the Option using such previously owned shares. Any election made by the Grantee shall be applicable only with respect of which it is being exercised (the “Purchased Shares”) to an exercise using previously owned shares and shall be signed by irrevocable for the person calendar year following the year in which made and, if not revoked prior to the beginning of any subsequent calendar year, in such subsequent calendar year. Any such election shall specify the time or persons so exercising the Optionsevent (such as cessation of Board Service) upon which such shares will ultimately be delivered to the Grantee. In no case may the Options be exercised Any direction as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of distribution of such deferred shares may be only be changed by the exerciseGrantee in writing, on a form acceptable to the Company, that is delivered in the same manner as the initial deferral election at least 12 months prior to the date that the shares would otherwise have been distributed. Any such change in the time of distribution of such deferred shares shall only be an employee effective if the Grantee completes at least 12 months of Board Service after the date such change is communicated to the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may Upon any exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment Option with a delayed delivery of the full purchase price of the Purchased Sharesshares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have shall establish an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered unfunded book entry account in the name of the person or persons so exercising Grantee to which it shall notionally credit the Options and number of shares whose delivery has been delayed. During any such deferral period a Grantee shall have no rights as a shareholder of the Company with respect to such deferred shares; provided, however, that there shall be delivered credited to such account any dividends and distributions (including, without limitation, any dividends or distributions payable in Common Stock) that are made on a corresponding number of outstanding shares of Common Stock, and each such dividend or distribution so credited shall be deemed reinvested in additional shares of Common Stock based on the Fair Market Value on the date such dividend or distribution is paid to shareholders (“Dividend Equivalents”). Amounts credited to the Grantee’s account in respect of Dividends Equivalents shall be distributed to the Grantee at the same time as aforesaid to or upon the written order of the person or persons exercising the Optionsunderlying deferred shares are distributed.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the vested Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “SecretaryNotice”). Such notice The Notice shall state the election to exercise the vested Options, shall state the number of shares Shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the such Options. In no case may the vested Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the vested Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the vested Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the CompanyCompany and not under a notice of resignation. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise vested Options (in the Optionscase of the Employee’s guardian or legal representative, such guardian or legal representative, as applicable, will be considered to be the Employee for purposes of exercising the Employee’s rights in this Section 4, Subsections A and B). B. Such notice A Notice shall be accompanied by (i1) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii2) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii3) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”)Directors. “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the vested Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee Board of Directors in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holderEmployee. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Purchased Shares shall be registered in the name of the person or persons so exercising the Options Employee and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsEmployee.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options Option may be exercised in whole or in part by filing a written notice to notice(s), in the Company at its executive offices to form attached hereto as Exhibit A, with the attention of the Corporate Secretary of the Company (at the “Secretary”)Company's corporate headquarters prior to the Company's close of business on the last business day that occurs prior to the Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee's election. Payment shall be by cash or by check payable to the order Company or by any of the following methods, or any combination thereof; provided, however, that the Optionee may only use methods (i) through (iii) below if such method of exercise is expressly approved for the Optionee by the Board prior to exercise and permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of Rule 144 promulgated by the U.S. Securities and Exchange Commission under the Securities Act (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in by waiver of compensation due or accrued to Optionee for services rendered; (iv) with respect only to purchases upon exercise of the Option, and provided that a public market for the Company's stock exists: (1) 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 the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such other manner as may be acceptable Option Shares to forward the Exercise Price directly to the Company on such terms Company; or (2) through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as may be determined by security for a loan from the Compensation Committee NASD Dealer in the amount of the Board Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of Directors (such Option Shares to forward the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay Exercise Price directly to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.Company;

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company Corporation at its executive offices to the attention of the Corporate Secretary of the Company Corporation (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares Shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company Corporation for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company Corporation of the number of Shares duly endorsed for transfer and owned by the Employee that Executive which have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares, (iii) agreement to a reduction in the number of Purchased Shares otherwise deliverable to the Executive pursuant to the exercise of the Options with the number of shares withheld having an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares (before such reduction) and related tax withholding obligations, or (iiiiv) payment therefor made in such other manner as may be acceptable to the Company Corporation on such terms as may be determined by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”). “Fair Market Value” shall have mean the meaning given to that term in average of the 2009 Planhigh and low sales price of the Stock on the date of exercise, as reported on the primary securities exchange on which the Stock is then traded (if the Stock is not then publicly traded on a securities exchange, the Compensation Committee shall determine the Fair Market Value of such Stock at its complete discretion). In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company Corporation the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in SharesStock or via reduction in shares pursuant to (iii) above. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue Executive may request the Shares Corporation’s current form of the said Purchased Shares as soon as practicable after receipt of the election notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, make its election on such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Optionsform.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the vested Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “SecretaryNotice”). Such notice The Notice shall state the election to exercise the vested Options, shall state the number of shares Shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the such Options. In no case may the vested Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the vested Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the vested Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the CompanyCompany and not under a notice of resignation. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise vested Options (in the Optionscase of Employee’s guardian or legal representative, such guardian or legal representative, as applicable, will be considered to be the Employee for purposes of exercising the Employee’s rights in this Section 4 Subsections A and B). B. Such notice A Notice shall be accompanied by (i1) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii2) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii3) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”)Directors. “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the vested Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee Board of Directors in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holderEmployee. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Purchased Shares shall be registered in the name of the person or persons so exercising the Options Employee and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsEmployee.

Method of Option Exercise. A. Subject The Optionee shall exercise Options by delivering written notice of intent to exercise to the terms and conditions of this AgreementCompany's Chief Operating Officer at the Company's principal office located at One Xxxxxxxxxx Xxxxx, 0xx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 (or the Options office which is the successor main office or which is otherwise designated as the office to which notice is to be given as the Board may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”direct). Such Each notice shall shall: (i) state the Optionee's election to exercise the Options, shall state Option and the number of shares Shares in respect of which it the Option is being exercised exercised; (the “Purchased Shares”ii) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty Option; (50iii) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable proof, reasonably satisfactory to the order Company's Chief Operating Officer, of the Company for payment right of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising to exercise the Options as provided in Section 4, Subsection A above. Unless Option if the Option is being exercised by any person or persons exercising other than the Options Optionee; and (iv) be accompanied by payment, in cash or Shares. An Option shall otherwise direct not have been exercised unless all the Company in writingpreceding provisions of this paragraph shall have been complied with and, such for all purposes of this Option Agreement, the date of the exercise of the Option with respect to any particular Shares shall be the date on which the notice, proof (if required) and payment shall all have been received by the Chief Operating Officer. 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 Options Option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsOption as soon as practicable after receipt by the Chief Operating Officer of the notice, proof (if required) and payment. Delivery of the certificate shall be made at the place designated by the Optionee in the written notice of intent to exercise.

Method of Option Exercise. A. (a) Subject to the terms Agreement and conditions of this Agreementthe Plan, the Options Option may be exercised in whole or in part by filing a written notice to in substantially the form attached hereto as Exhibit 1 with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company's close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Stock which it is being exercised (the “Purchased Shares”) Participant elects to purchase, and shall be signed accompanied by payment of the Exercise Price for such shares of Stock indicated by the person Participant's election. (b) Payment shall be by cash or persons so exercising by check payable to the Options. In no case may Company, or, alternatively as follows to the Options be exercised as to less than fifty (50) Shares at any one time (or extent permitted by the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, Committee at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options.: B. Such notice shall be accompanied by (i) all or a personal check payable to the order portion of the Company for payment Exercise Price may be paid by the Participant by delivery of the full purchase price shares of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and Stock owned by the Employee that have Participant and acceptable to the Committee having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the aggregate purchase price amount of cash that would otherwise be required; (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the Purchased Shares or (iiishares) payment therefor made in such other manner as may be acceptable acquired upon exercise of the Option and remit to the Company on such terms as may be determined by the Compensation Committee a sufficient portion of the Board of Directors (sale proceeds to pay the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to entire Exercise Price and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state tax withholding or other taxes applicable to the taxable income of such person resulting from such exercise or, (iii) the Participant may pay the Exercise Price by authorizing the Company to withhold shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would be required to pay the entire Exercise Price and any tax withholding resulting from such exercise. (c) The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules or regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. (d) If the Company is an S-Corporation at the time a Participant seeks to exercise the Award, the Option shall not be exercisable if and to the extent the Company determines that such exercise would result in cash unless the Committee in its sole discretion shall permit such taxes loss of the Company's status as an S Corporation. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company. (e) As a condition to be paid in Shares. Such payment may also be made exercising the Option, the Optionee shall, if requested by the Company, execute a shareholder agreement in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments provided by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsCompany.

Method of Option Exercise. A. Subject The Optionee shall exercise Options by delivering written notice of intent to exercise to the terms and conditions of this AgreementCompany's Chief Operating Officer at the Company's principal office located at One Xxxxxxxxxx Xxxxx, 0xx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 (or the Options office which is the successor main office or which is otherwise designated as the office to which notice is to be given as the Board may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”direct). Such Each notice shall shall: (i) state the Optionee's election to exercise the Options, shall state Option and the number of shares Shares in respect of which it the Option is being exercised exercised; (the “Purchased Shares”ii) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty Option; (50iii) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable proof, reasonably satisfactory to the order Company's Chief Operating Officer, of the Company for payment right of that person or persons to exercise the full purchase price of Option if the Purchased SharesOption is being exercised by any person or persons other than the Optionee; and (iv) be accompanied by payment, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased in cash, Shares or (iii) any other form of payment therefor made in such other manner as may be acceptable to the Company Board. An Option shall not have been exercised unless all the preceding provisions of this paragraph shall have been complied with and, for all purposes of this Option Agreement, the date of the exercise of the Option with respect to any particular Shares shall be the date on such terms as may be determined which the notice, proof (if required) and payment shall all have been received by the Compensation Committee of Chief Operating Officer. The certificate or certificates for the Board of Directors (Shares as to which the “Committee”). “Fair Market Value” Option shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares been so exercised shall be registered in the name of the person or persons so exercising the Options Option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the OptionsOption as soon as practicable after receipt by the Chief Operating Officer of the notice, proof (if required) and payment. Delivery of the certificate shall be made at the place designated by the Optionee in the written notice of intent to exercise.

Method of Option Exercise. A. Subject to the terms and conditions of this Agreement, the vested Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “SecretaryNotice”). Such notice The Notice shall state the election to exercise the vested Options, shall state the number of shares Shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the such Options. In no case may the vested Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the vested Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the vested Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the CompanyCompany and not under a notice of resignation. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise vested Options (in the Optionscase of the Employee’s guardian or legal representative, such guardian or legal representative, as applicable, will be considered to be the Employee for purposes of exercising the Employee’s rights in this Section 4, Subsections A and B). B. Such notice A Notice shall be accompanied by (i1) a personal check or wire transfer payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii2) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii3) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”)Directors. “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the vested Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee Board of Directors in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holderEmployee, provided that the required payroll withholding occurs within one pay period. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Purchased Shares shall be registered in the name of the person or persons so exercising the Options Employee and shall be delivered as aforesaid to or upon the written order of the Employee. C. To the extent Options shall be exercised, pursuant to Section 5 hereof, by any person or persons exercising other than the Employee, such notice shall be accompanied by appropriate proof of the derivative right of such person or persons to exercise the Options. D. The date of exercise of an Option shall be the date on which the Notice, the documents and all payments required under this Section 4 are received by or arranged with the Corporate Secretary of the Company. If such Notice is received after the market closes, the following trading day will be considered the date of exercise. All Purchased Shares shall be fully paid and non-assessable. E. The Company may require the Employee to exercise the Options electronically through the Solium Shareworks system or any other online system pursuant to the procedures set forth therein as determined by the Company in its sole discretion. F. The Company may amend the procedures set forth in this Section 4, Subsections A through E in its sole discretion.

Method of Option Exercise. A. (a) Subject to the terms and conditions of this AgreementAgreement and the Plan, the Options Option may be exercised in whole or in part by filing a written notice to notice, in the form attached hereto as Exhibit A, with the Secretary of the Company at its executive offices corporate headquarters prior to the attention Company's close of business on the Corporate Secretary of last business day that occurs prior to the Company (the “Secretary”)Expiration Date. Such notice shall state the election to exercise the Options, shall state specify the number of shares in respect of Common Stock which it is being exercised (the “Purchased Shares”) Optionee elects to purchase, and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal payment of the Exercise Price for such shares of Common Stock indicated by the Optionee's election. Payment shall be by cash or by check payable to the order Company or, where expressly approved for the Optionee by the Board and where permitted by law: (i) by cancellation of indebtedness of the Company for payment of to the full purchase price of the Purchased Shares, Optionee; (ii) delivery to the Company by surrender of the number of Shares duly endorsed for transfer and shares that either: (A) have been owned by the Employee that Optionee for more than six (6) months and have an aggregate Fair Market Value equal been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by the aggregate purchase price of Optionee in the Purchased Shares or public market; (iii) payment therefor made in such other manner as may be acceptable to the Company on by tender of a full recourse promissory note having such terms as may be determined approved by the Compensation Committee Board and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Board Code; [provided, however, that the Optionee will not be entitled to purchase Option Shares with a promissory note unless the note is adequately secured by collateral other than the Option Shares] [INSERT THE BRACKETED PHRASE IF OPTIONEE IS NOT AN EMPLOYEE OR DIRECTOR OF THE COMPANY, IF THE OPTIONEE IS AN EXECUTIVE OFFICER OR DIRECTOR, DELETE THIS SUBPARAGRAPH (III) COMPLETELY]; (iv) by waiver of Directors compensation due or accrued to Optionee for services rendered; (v) with respect only to purchases upon exercise of the “Committee”). “Fair Market Value” shall have Option, and provided that a public market for the meaning given Company's stock exists: (1) 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 that term exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Option Shares to forward the Exercise Price directly to the Company; or (2) through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the 2009 Plan. In addition to and at the time of payment amount of the purchase priceExercise Price, and whereby the person exercising NASD Dealer irrevocably commits upon receipt of such Option Shares to forward the Options shall pay Exercise Price directly to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.Company; or