Common use of Procedure for Exercise of Option Clause in Contracts

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: : (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) as provided for in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictionsPlan. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares for which their Participant’s Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that and are free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price)transfer of such shares; or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly Subject to any governing rules or regulations, as soon as practicable after receipt of notice written notification of exercise and full payment upon exercise(including satisfaction of any applicable tax withholding), the Company shall cause to be issued and delivered deliver to the Participant or his or her legal representative, as the case may be, evidence of book entry Shares, or upon the Participant’s request, Share certificates for in an appropriate amount based upon the number of Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legendspurchased under the Option(s). The Share certificates Shares shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Paired Shares then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Paired Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); (b) by check payable to the order of the Company; or (bc) by tendering previously acquired Paired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Paired Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender and are not subject to restrictions under any plan of the Company to satisfy the Option Price); or (cd), by a combination of (a) and ), (b), or (c). The In the event the Participant chooses to pay the purchase price by previously owned Paired Shares through the attestation method, subject to restrictions that may be applied by the Committee from time to time, the number of Paired Shares issued to the Participant upon the exercise of the Option shall be net of the Paired Shares attested to. Subject to the approval of the Committee, and to the extent permitted by law, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause the Participant’s name to be entered as the shareholder of record on the books of the Company. If certificates are issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Paired Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The book entry and/or Paired Share certificates shall be posted and/or issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse)’s name. The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Paired Shares for which their his or her Option is exercisable. If Paired Shares issued upon exercise of this Option are subject to all restrictions on transfer imposed by the Option shall have been exercised in fullCompany’s and La Quinta Properties, this Agreement shall be returned to the Company and canceledInc.’s Certificate of Incorporation or By-Laws or by applicable state or federal securities laws.

Procedure for Exercise of Option. This To the extent this Option is exercisable, it may be exercised by delivery of written notice to the Company on any business day at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representativerepresentative (including the legal representative of a deceased Participant’s estate); (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Exercise Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Exercise Price (provided that the Shares which are tendered must much have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This To exercise this Option may be exercised by delivery of written notice in whole -------------------------------- or in part, the registered holder hereof shall deliver to the Company at its principal executive officesoffices in Baltimore, addressed Maryland (or such other office of the Company in the United States as the Company may designate by notice in writing to the attention registered holder of its Secretary. Such notice: this Option) (ai) shall be signed by the Participant or his or her legal representative; (b) shall an Option Certificate completed to specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full portion of the Option Price as to which such holder is electing exercise; provided, however, that no fractional shares of the Shares to Common Stock shall be purchased, and the Participant's copy of this Agreement. The Option Price issued upon exercise of this Option, so that this Option shall must be exercised for whole numbers of Common Stock, and, provided further, that the Option may not be exercised for fewer than 100 shares of Common Stock unless the number of shares then available for purchase pursuant to the Option is less than 100, in which case the full number available must be exercised, (ii) cash or a certified or official bank check, payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion order of the Committee); or (b) by tendering previously acquired Shares having Company, in an aggregate Fair Market Value at the time of exercise amount equal to the total then aggregate Purchase Price of the shares of Common Stock being purchased and (iii) if this Option Price (provided is being exercised in whole or the last fraction of this Option is being exercised, this Option. Upon receipt thereof, such holder shall be deemed to be the holder of record of the Common Stock issuable upon such exercise, notwithstanding that the Shares which are tendered must have been held by stock transfer books of the Participant for at least six (6) months prior Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to their tender to satisfy such holder, and the Option Price); or (c)Company shall, by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, direct the Company shall Transfer Agent for the Common Stock to execute or cause to be issued executed and deliver to such holder, or as such holder may direct, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Option Certificate. Each stock certificate so delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in such denomination as may be requested by the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisableregistered holder hereof. If the this Option shall have been exercised only in fullpart, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to such holder a certificate evidencing the portion of this Agreement Option which remains exercisable. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section, except that, in case such stock certificates shall be returned registered in a name or names other than the name of the registered holder of this Option, funds sufficient to pay any stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the registered holder hereof to the Company at the time of delivering this Option to the Company as mentioned above. If the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, the Optionholder may pay the exercise price, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and canceledany withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Procedure for Exercise of Option. This 2.8.1. An Option may be exercised only with respect to vested Shares, only during the Exercise Period and only by delivery the relevant Optionholder or, upon the Optionholder’s death, by the Optionholder’s successors. 2.8.2. An Option may not be exercised for a fraction of written notice a Share. If the Option which has become exercisable would entitle the Optionholder to acquire a fraction of a Share then, upon the exercise of such Option, the nominal value will be rounded down to the nearest whole number and respective fractions will be added to the Option that becomes exercisable in the future. 2.8.3. In order to exercise an Option, the Optionholder shall take the following actions in relation thereto: • the Optionholder shall deliver to the Company at its executive offices, addressed to a notice in the attention of its Secretary. Such notice: (a) shall be form set out in Appendix 1 duly completed and signed by the Participant or his or her legal representative; (b) shall specify Optionholder together with the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option ; • the Optionholder shall be payable pay to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise amount equal to the total Option aggregate Exercise Price (provided that for the number of Shares over which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); is to be exercised or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure make such arrangements for such payment as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered permit; • the Optionholder shall pay to the Participant Company any tax liability if and as required under Section 2.10 or his make such arrangements for such payment as the Company shall permit; • if requested by the Company, the Optionholder shall join a shareholders’ agreement in effect between the Company and/or its shareholders, an option programme established by the Company, a set of undertakings (including an undertaking agreeing to a drag-along right of the majority shareholders, founders, investors or her legal representativeother group of shareholders of the Company (jointly the “dragging shareholders”), whereby the Optionholder assumes an obligation to transfer its Shares together with the dragging shareholders to the proposed acquirer on similar terms and at same price as the dragging shareholders) or other similar document, as determined by the case may beCompany, certificates by signing a deed of adherence, undertaking or similar document in the form acceptable to the Company; • the Optionholder shall enter into an escrow agreement or other document in connection with any arrangement necessary for the Exit if and as required under Section 2.9.2, or shall issue a power of attorney to the Company for representing the Optionholder in all issues related to the Exit; • if requested by the Company, the Optionholder shall issue irrevocable power of attorney in favour of the Company to represent the Optionholder and vote on behalf of the Optionholder at the shareholders meetings and in case of adoption of the shareholders resolutions without convening the meeting. For avoidance of doubt the Company shall have such right also any time after issuing the Shares so purchasedto the Optionholder; and • the Optionholder shall take such other actions that the Company may reasonably request for the acquisition of relevant Shares, which maye.g. submit relevant instruction to the Optionholder’s securities account operator, if appropriate, be endorsed with appropriate restrictive legendsrequired. 2.8.4. The Share certificates shall be issued An Option is considered validly exercised only if all actions specified in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse)Section 2.8.3 have been duly taken. The Company shall maintain a record of all provide the Optionholder, at the Optionholder’s request, relevant information pertaining necessary to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceledtake such actions.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretarySenior Vice President, Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. NQS Agreement 3 Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, purchased and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (. a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. In the event the Participant exercises pursuant to a "cashless exercise" procedure, any net gain on the "cashless exercise", after appropriate tax withholdings, shall be distributed to the Participant in the form of Shares. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretarySenior Vice President, Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed;; and (dc) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. ISO Agreement 3 Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Administration and Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's ’s copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the CommitteeBoard); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); (c) by cancelling a portion of an option as provided in the Plan; or (cd), by a combination of (a) and ), (b) or (c). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" ” procedure as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary_______________. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) as provided for in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictionsPlan. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's participant’s rights under this Agreement, including the number of Shares shares for which their his or her Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in ISO Agreement 3 full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed;; and (dc) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This 2.8.1 An Option may be exercised only with respect to vested Shares, only during the Exercise Period and only by delivery the relevant Optionholder or, upon the Optionholder’s death, by the Optionholder’s successors. 2.8.2 An Option may not be exercised for a fraction of written notice a Share. If the Option which has become exercisable would entitle the Optionholder to acquire a fraction of a Share then, upon the exercise of such Option, the nominal value will be rounded down to the nearest whole number and respective fractions will be added to the Option that becomes exercisable in the future. 2.8.3 In order to exercise an Option, the Optionholder shall take the following actions in relation thereto: • the Optionholder shall deliver to the Company at its executive offices, addressed to a notice in the attention of its Secretary. Such notice: (a) shall be form set out in Appendix 1 duly completed and signed by the Participant or his or her legal representative; (b) shall specify Optionholder together with the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option ; • the Optionholder shall be payable pay to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise amount equal to the total Option aggregate Exercise Price (provided that for the number of Shares over which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); is to be exercised or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure make such arrangements for such payment as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered permit; • the Optionholder shall pay to the Participant Company any tax liability if and as required under Section 2.10 or his make such arrangements for such payment as the Company shall permit; • if requested by the Company, the Optionholder shall join a shareholders’ agreement in effect between the Company and/or its shareholders, an option programme established by the Company, a set of undertakings (including an undertaking agreeing to a drag-along right of the majority shareholders, founders, investors or her legal representativeother group of shareholders of the Company (jointly the “dragging shareholders”), whereby the Optionholder assumes an obligation to transfer its Shares together with the dragging shareholders to the proposed acquirer on similar terms and at same price as the dragging shareholders) or other similar document, as determined by the case may beCompany, certificates by signing a deed of adherence, undertaking or similar document in the form acceptable to the Company; • the Optionholder shall enter into an escrow agreement or other document in connection with any arrangement necessary for the Exit if and as required under Section 2.9.2, or shall issue a power of attorney to the Company for representing the Optionholder in all issues related to the Exit; • if requested by the Company, the Optionholder shall issue irrevocable power of attorney in favour of the Company to represent the Optionholder and vote on behalf of the Optionholder at the shareholders meetings and in case of adoption of the shareholders resolutions without convening the meeting. For avoidance of doubt the Company shall have such right also any time after issuing the Shares so purchasedto the Optionholder; and • the Optionholder shall take such other actions that the Company may reasonably request for the acquisition of relevant Shares, which maye.g. submit relevant instruction to the Optionholder’s securities account operator, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued required. 2.8.4 An Option is considered validly exercised only if all actions specified in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse)Section 2.8.3 have been duly taken. The Company shall maintain a record of all provide the Optionholder, at the Optionholder’s request, relevant information pertaining necessary to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceledtake such actions.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's ’s copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" ” procedure as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions. In the event the Participant exercises pursuant to a “cashless exercise” procedure, any net gain on the “cashless exercise”, after appropriate tax withholdings, shall be distributed to the Participant in the form of Shares. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.