Common use of Notice of Exercise; Payment Clause in Contracts

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified check or other cash equivalent acceptable to the Company. At the Company's option, the Optionee may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified currency or check or other cash equivalent acceptable to the Company. At As soon as practicable after receipt of such notice, but in any event no later than thirty (30) days after receipt, the Company shall direct the due issuance of the Optioned Shares so purchased. With the agreement of the Company's option, the requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the “applicable Federal rate” within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price, plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business (this payment mechanism is referred to as the “Cashless Exercise Program”). In the event that the Company does not have a Cashless Exercise Program in effect at the time the Company receives notice of exercise from the Optionee, the Optionee may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted non-restricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value Market Value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of businessShare. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that which the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option may be exercised by written notice to the Secretary of the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. . (b) Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall will be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified currency or check or other cash equivalent acceptable to the Company. At the Company's option, the The Optionee may also tender the Option Price by (ai) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted whole shares of the Company's common stock ("Common Shares Shares") that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (bii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall will be valued on the basis of their fair market value per the last sales price of the Common Shares on the principal national securities exchange on which the Common Shares are traded or quoted (the "Market Value Per Share") on the date the notice of exercise is received by the Company (or if no sale of Common Shares was made on that date, on the next preceding date on which there was a sale). Fractional Common Shares may not be issued by the Company and any such fractional Common Share (as determined in good faith will be eliminated by the Board). The Optionee paying the Company in cash an amount necessary to round the fraction up to a full Common Share. (c) If permitted by applicable law, the requirement of payment in cash shall will be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will are at least equal to the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, taxes on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. . (d) As a further condition precedent to the exercise of this the Option, the Optionee shall will comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall will execute any documents that the Board shall Compensation Committee in its sole discretion deem deems necessary or advisable. The date of such the Optionee's written notice shall will be the exercise date.

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option may be exercised by written notice to the Company Company, on a form substantially similar to the form attached hereto as Attachment A, stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currencycurrency or check. After the occurrence of the first primary or secondary public offering of any equity securities of the Company (an "Initial Public Offering") pursuant to an effective registration statement under the Securities Act of 1933, certified check as amended (the "Securities Act"), other than pursuant to a registration statement on Form S-4 or other S-8 or any successor or similar form, the requirement of payment in cash equivalent acceptable shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company. At Company with a broker that is a member of the Company's optionNational Association of Securities Dealers, Inc. ("NASD") to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net cash proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business. (b) The Optionee may also tender the Option Price by (ai) the actual or constructive transfer to the Company of nonforfeitableMature Shares, nonrestricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to if authorized by the date Board or the Compensation Committee at the time of exercise, if they were originally acquired by delivery to the Company of a promissory note or notes of the Optionee payable over not more than five years and with such other than pursuant terms as the Board or the Compensation Committee may determine from time to the exercise of an incentive stock optiontime, or (biii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. . (c) Within ten (10) days thereafterafter notice, the Company shall direct the due issuance of the Optioned Shares so purchased. . (d) Nonforfeitable, nonrestricted shares of Common Shares Stock that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their Fair Market Value. For purposes of this Agreement, "Fair Market Value" means, as of any given day, the per share closing price of a share of Common Stock on the New York Stock Exchange, the NASD Automated Quotation System or any other national securities exchange (a "Stock Exchange") on which such shares are traded or quoted on the day preceding the day such determination is being made or, if there was no closing price reported on such day, on the most recently preceding day on which such a closing price was reported; or if the shares of Common Stock are not traded or quoted on a Stock Exchange on the day as of which the determination is being made, the amount determined by the Board to be the fair market value per of a share of Common Share (as determined in good faith by the Board). The requirement of payment in cash Stock on such day, which determination shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, binding and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise dateconclusive.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified check or other cash equivalent acceptable to the Company. At the Company's ’s option, the Optionee may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value Fair Market Value per Common Share (as determined in good faith by the Board)Share. The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified U.S. currency or check or other cash equivalent acceptable to the Company. At The date of such notice shall be the Company's optionexercise date. (b) In the Committee’s discretion, the Optionee may also tender the Option Price by (ai) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (bii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. To the extent permitted by law, the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the date of exercise a sufficient number of the Common Shares being purchased so that the net proceeds of the sale transaction will at least equal the aggregate Exercise Price, and pursuant to which the broker undertakes to deliver the aggregate Exercise Price, to the Company not later than the date on which the Common Shares to be issued upon exercise of the Option are in fact issued by the Company. (c) Within ten (10) days thereafterafter notice, the Company shall direct the due issuance of the Optioned Shares so purchased. . (d) Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value Market Value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle defined in the ordinary course of business. Plan. (e) As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that which the Board Committee shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. (a) To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified U.S. currency or check or other cash equivalent acceptable to the Company. At The date of such notice shall be the Company's optionexercise date. (b) In the Committee’s discretion, the Optionee may also tender the Option Price by (ai) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (bii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. To the extent permitted by law, the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the date of exercise a sufficient number of the Common Shares being purchased so that the net proceeds of the sale transaction will at least equal the aggregate Exercise Price, and pursuant to which the broker undertakes to deliver the aggregate Exercise Price to the Company not later than the date on which the Common Shares to be issued upon exercise of the Option are in fact issued by the Company. In the event the option has been transferred pursuant to Section 4 above, the word Transferee shall be substituted for Optionee in the foregoing provisions of this subsection (b). (c) Within ten (10) days thereafterafter notice, the Company shall direct the due issuance of the Optioned Shares so purchased. . (d) Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value Market Value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle defined in the ordinary course of business. Plan. (e) As a further condition precedent to the exercise of this Option, the Optionee or Transferee, as appropriate, shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that which the Board Committee shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised by written notice to the Company [or by telephone authorization pursuant to prescribed procedures to the third party administrator approved by the Company] stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company either (i) in cash in the form of currency, certified or by check or other cash equivalent acceptable to the Company. At , (ii) by the Company's option, the Optionee may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted shares of Common Shares that have been Stock owned by the Optionee for (i) more than one year prior to at least 6 months having an aggregate fair market value on the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant equal to the exercise of an incentive stock optiontotal Option Price, within such fair market value to be determined based on the meaning of Section 422 of closing sales price for the Code or (ii) more than six months prior to last business day preceding the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (biii) by any combination of the foregoing payment methods specified in clauses (i) and (ii) hereof. With the agreement of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafterthe Company, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price Price[, plus payment interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any applicable withholding taxessuccessor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price Price, plus payment of any applicable withholding taxessuch interest, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. business].1 As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of shares of Common Shares Stock and in connection therewith shall execute any documents that the Board Committee shall in its sole discretion deem necessary or advisable. [The date Optionee hereby authorizes the third party administrator approved by the Company to pay any proceeds of such notice shall be sales of shares of Common Stock acquired by exercise to the exercise dateCompany for remittance to the Optionee in the applicable currency, net of any required taxes or other proper charges.]

Notice of Exercise; Payment. (1) To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified currency or check or other cash equivalent acceptable to the Company. At The requirement of payment in cash shall be deemed satisfied if the Company's optionOptionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise and deliver to the Company the amount of the aggregate Option Price not later than the date on which the sale transaction will settle in the ordinary course of business. (2) The Optionee may also tender the Option Price by (ai) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (ix) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock optionIncentive Stock Option, within the meaning of Section 422 of the Code or (iiy) more than six months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock optionIncentive Stock Option, or (bii) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. . (3) Within ten (10) days thereafterafter notice, the Company shall direct the due issuance of the Optioned Shares so purchased. , which shares may be subject to legal restrictions regarding their transfer only in accordance with the requirements of the Securities Act of 1933, as amended. (4) Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value per Common Share Fair Market Value. (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. 5) As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that which the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised by written notice to the Company stating the number of Optioned Shares for which the Option is being exercised and the intended manner of payment. Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency, certified currency or check or other cash equivalent acceptable to the Company. At As soon as practicable after receipt of such notice, but in any event no later than thirty (30) days after receipt, the Company shall direct the due issuance of the Optioned Shares so purchased. With the agreement of the Company's option, the requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price, plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business (this payment mechanism is referred to as the "Cashless Exercise Program"). In the event that the Company does not have a Cashless Exercise Program in effect at the time the Company receives notice of exercise from the Optionee, the Optionee may also tender the Option Price by (a) the actual or constructive transfer to the Company of nonforfeitable, nonrestricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, within the meaning of Section 422 of the Code or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of the Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares that are transferred by the Optionee in payment of all or any part of the Option Price shall be valued on the basis of their fair market value Market Value per Common Share (as determined in good faith by the Board). The requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a bank or broker that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the bank or broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of businessShare. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Common Shares and in connection therewith shall execute any documents that which the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.