Common use of Procedure for Exercise of Option Clause in Contracts

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder to the Company of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. Each exercise form must set forth the number of shares of Common Stock for which the Option is exercised and must be dated and signed by the person exercising the Option. Subject to the last paragraph of this Section 4, the exercise is not effective until the Company receives payment of the full option price for the number of shares of Common Stock for which the Option is exercised. The Option Price shall be paid to the Company in full in the manner specified in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Plan, the Company shall advise any person exercising the Option in such manner as to the amount of any cash required to be paid to the Company for any shares representing a fraction of a share, and such person will be required to pay any such cash directly to the Company before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the Option Price. If any person other than the Holder exercises the Option, the exercise material must include proof satisfactory to the Company of the right of such person to exercise the Option, and the signature on all certificates or stock powers must be guaranteed by a commercial bank or trust company or by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price are received by the Company. For purposes of determining the date of exercise where payment of the Option Price is made in shares of already-owned Common Stock, any cash required to be paid to the Company with respect to a fraction of a share shall not be taken into account when determining whether payment of the Option Price has been made.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. attached as Exhibit A. Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and must be dated and signed by the person exercising the Option. Subject to the last paragraph sentence of this Section 4, the exercise is not effective until the Company receives payment of the full option price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price shall option price may be paid to the Company in full cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program, discussed in the manner specified second succeeding paragraph, in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common StockStock with a fair market value (determined as provided in the Definitions of the Plan) on the date of exercise equal to such option price, as permitted or any combination of cash and such shares equaling such option price; provided, however, that (i) any portion of the option price representing a fraction of a share shall be paid by the Plan, Optionee in cash and (ii) no shares of already-owned Common Stock which have been held for less than six months may be delivered in payment of the option price. The Company shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares representing a fraction of a share, and such person will be required to pay any such cash directly to the Company before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price. Delivery of shares of already-owned Common Stock in payment of the option price may also be accomplished through the effective transfer to the Company of shares held through a broker or other agent. The Optionee may choose to exercise an Option Priceby participating in a broker or other agent-sponsored exercise or financing program. If the Optionee so chooses, the Company will deliver the shares of Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the Optionee, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, no exercise of an Option shall be deemed to occur and no shares of Common Stock will be issued until the Company has received full payment in cash (including check, bank draft, or money order) for the option price from the broker or other agent. If a person other than the Holder Optionee exercises the Option, the exercise material must include proof satisfactory to the Company of the right of such person to exercise the Option, and the signature on all certificates or stock powers Assignments Separate from Certificate for shares delivered in payment of the option price must be guaranteed by a commercial bank or trust company or by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price option price in cash or shares of already-owned Common Stock are received by the Company at 00000 Xxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000, (or in the case of cash, by effective transfer to the Company's account). For purposes of determining the date of exercise where payment of the Option Price option price is made in shares of already-owned Common Stock, any cash required to be paid to the Company with respect to a fraction of a share shall not be taken into account when in determining whether payment of the Option Price option price has been made.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company Corporation of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. attached as Exhibit A. Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and must be dated and signed by the person exercising the Option. Subject to the last paragraph sentence of this Section 4, the exercise is not effective until the Company Corporation receives payment of the full option price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price shall option price may be paid to the Company in full cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program, discussed in the manner specified second succeeding paragraph, in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common StockStock with a fair market value (determined as provided in the Definitions of the Plan) on the date of exercise equal to such option price, as permitted or any combination of cash and such shares equaling such option price; provided, however, that (i) any portion of the option price representing a fraction of a share shall be paid by the Plan, Optionee in cash and (ii) no shares of already-owned Common Stock which have been held for less than six months may be delivered in payment of the Company option price. The Corporation shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Company Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price. Delivery of shares of already-owned Common Stock in payment of the option price may also be accomplished through the effective transfer to the Corporation of shares held through a broker or other agent. The Optionee may choose to exercise an Option Priceby participating in a broker or other agent-sponsored exercise or financing program. If the Optionee so chooses, the Corporation will deliver the shares of Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the Optionee, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, no exercise of an Option shall be deemed to occur and no shares of Common Stock will be issued until the Corporation has received full payment in cash (including check, bank draft, or money order) for the option price from the broker or other agent. If a person other than the Holder Optionee exercises the Option, the exercise material must include proof satisfactory to the Company Corporation of the right of such person to exercise the Option, and the signature on all certificates or stock powers Assignments Separate from Certificate for shares delivered in payment of the option price must be guaranteed by a commercial bank or trust company or by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price option price in cash or shares of already-owned Common Stock are received by the CompanyCorporation at the address set forth on the cover page of this Agreement, (or in the case of cash, by effective transfer to the Corporation's account). For purposes of determining the date of exercise where payment of the Option Price option price is made in shares of already-owned Common Stock, any cash required to be paid to the Company Corporation with respect to a fraction of a share shall not be taken into account when in determining whether payment of the Option Price option price has been made.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company Corporation of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and exercised, must be dated and signed by the person exercising the Option. Subject to Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the last paragraph fair market value of this Section 4such shares on the date of exercise, or any combination of cash and such shares, in the exercise is not effective until the Company receives payment amount of the full option purchase price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price ; provided, however, that any portion of the option price representing a fraction of a share shall be paid to the Company in full in the manner specified in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Plan, the Company Optionee in cash. The Corporation shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Company Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the Option Price. If any person other than the Holder exercises the Option, the exercise material must include proof satisfactory option price or (b) execute and deliver to the Company Corporation such forms as the Corporation may require to evidence the payment of the right option price with shares of such Common Stock previously issued to the person to exercise the Option, and the in book-entry form. The signature on all certificates or stock powers Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company or company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The date person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price option price in cash or shares of already-owned Common Stock are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the CompanyCorporation. For purposes of determining the date of exercise where payment of the Option Price option price is made in shares of already-owned Common Stock, any cash required to be paid to the Company Corporation with respect to a fraction of a share shall not be taken into account when in determining whether payment of the Option Price option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company Corporation of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and exercised, must be dated and signed by the person exercising the Option. Subject to Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the last paragraph fair market value of this Section 4such shares on the date of exercise, or any combination of cash and such shares, in the exercise is not effective until the Company receives payment amount of the full option purchase price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price ; provided, however, that any portion of the option price representing a fraction of a share shall be paid to the Company in full in the manner specified in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Plan, the Company Optionee in cash. The Corporation shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Company Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should shall deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the Option Priceoption price. If any person other than required by the Holder exercises the OptionCorporation, the exercise material must include proof satisfactory to the Company of the right of such person to exercise the Option, and the signature on all certificates or stock powers Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company or company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The date person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the General Counsel at the Corporation or mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: General Counsel. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price are received by the Company. For purposes of determining the date of exercise where payment of the Option Price is made option price in cash or shares of already-owned Common StockStock are hand delivered. In the case of mailing, any cash required to be paid to the date of exercise is the date of the receipt by the Company with respect to a fraction of a share shall not be taken into account when determining whether payment of the Option Price has been made.envelope containing the exercise form or forms, proof of right to exercise (if required) and

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company Corporation of an exercise form or forms prescribed by the committee that administers the Plan (the “Committee; and (b) surrender of this Agreement at the principal office of the Company”). Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and exercised, must be dated and signed by the person exercising the Option. Subject to option and must be accompanied by cash in United States dollars (including check, bank draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the last paragraph fair market value of this Section 4such shares on the date of exercise, or any combination of cash and such shares, in the exercise is not effective until the Company receives payment amount of the full option purchase price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price ; provided, however, that any portion of the option price representing a fraction of a share shall be paid to by the Company Optionee in full cash and no shares of Common Stock which have been held for less than six months may be delivered in the manner specified in Section 6.6 payment of the Planoption price. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Plan, the Company The Corporation shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Company Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Pricemay choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program (often referred to as a “cashless exercise”, involving the immediate sale though a broker or other agent of all or a portion of the shares acquired upon exercise of the Option). If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Holder Optionee exercises the Option, the exercise material must include proof satisfactory to the Company Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, and Human Resources at the signature Corporation, mailed to the Corporation at the address set forth on all certificates the cover page of this Agreement, Attention: Vice President, Human Resources, or stock powers must be guaranteed by a commercial bank or trust company or by a firm having membership in faxed to the New York Stock ExchangeCorporation (412-825-1743), Inc.Attention: Vice President, Human Resources. In the case of hand delivery, the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price option price in cash or shares of already-owned Common Stock are hand delivered. If the exercise material is faxed, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the CompanyCorporation. For purposes of determining the date of exercise where payment of the Option Price option price is made in shares of already-owned Common Stock, any cash required to be paid to the Company Corporation with respect to a fraction of a share shall not be taken into account when in determining whether payment of the Option Price option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Holder Optionee to the Company Corporation of an exercise form or forms prescribed by the Stock Compensation Subcommittee that administers the Plan (the “Stock Compensation Committee; and (b) surrender of this Agreement at the principal office of the Company”). Each exercise form must set forth the number of whole shares of Common Stock for as to which the Option is exercised and exercised, must be dated and signed by the person exercising the Option. Subject to Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the last paragraph fair market value of this Section 4such shares on the date of exercise, or any combination of cash and such shares, in the exercise is not effective until the Company receives payment amount of the full option purchase price for the number of shares of Common Stock for as to which the Option is exercised. The Option Price ; provided, however, that any portion of the option price representing a fraction of a share shall be paid to by the Company Optionee in full in the manner specified in Section 6.6 cash and no shares of the PlanCommon Stock which have been held for less than six (6) months may be delivered in payment of the option price. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Plan, the Company The Corporation shall advise any person exercising the Option in such manner whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Company for any shares Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Company Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the Option Priceoption price. If any person other than the Holder exercises the Option, the exercise material must include proof satisfactory to the Company of the right of such person to exercise the Option, and the The signature on all certificates or stock powers Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company or company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc., Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The date person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the Option Price option price in cash or shares of already-owned Common Stock are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the CompanyCorporation. For purposes of determining the date of exercise where payment of the Option Price option price is made in shares of already-owned Common Stock, any cash required to be paid to the Company Corporation with respect to a fraction of a share shall not be taken into account when in determining whether payment of the Option Price option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.