Common use of Procedure for Exercise of Option Clause in Contracts

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the committee that administers the Plan (the “Committee”). Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the 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 fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock which have been held for less than six months may be delivered in payment of the option price. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option 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 may 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 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 (412-825-1743), 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 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 Corporation. 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 Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the 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. (a) The Option may be exercised only by execution and delivery by the Optionee of written, electronic or telephonic notice to the Corporation of an exercise Company or its agent in the form or forms prescribed by the committee that administers the Plan (the “Committee”)prescribed. Each exercise form must set forth the number of whole shares of Common Stock Shares as to which the Option is exercised, must be dated and signed signed, or its equivalent, by the person exercising the option Option and must be accompanied by (i) a cash payment (which may be made by means of a check, bank draft or money order) in United States dollars dollars, (including check, bank draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program)ii) if permitted by the Company, shares of already-owned Common Stock already‑owned Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise, (iii) if permitted by the Company, the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock which have been held for less than six months may be delivered in payment of cash. (b) If permitted by the option price. The Corporation shall advise any person exercising Company, the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option 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 Optionee may choose to exercise the an 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)program. If the person Optionee so chooses, the Corporation will deliver only the shares Company shall, upon receipt of the Common Stock required payment, deliver the Shares acquired pursuant to the exercise of the option Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will shall 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 . (c) The Company shall advise any procedures person exercising the Option in whole or in part with already‑owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the broker or agent-sponsored exercise or financing programapplicable option price, if the option price is paid in cash, no exercise of an Option and such person shall be deemed required to occur and no shares make such payment to the Company before any distribution of the Common stock certificates representing Shares will be issued or delivered until the Corporation has received full payment in cash made. (including check, bank draft or money orderd) 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 such person shall submit proof satisfactory to the Corporation Company of the right of such person to exercise the Option. . (e) 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 (412-825-1743), Attention: Vice President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or formsrequired notice, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock already‑owned Shares 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 Corporation. 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 delivered to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail Company 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 certificatesits agent.

Procedure for Exercise of Option. (a) The Option may be exercised only by execution and delivery by the Optionee of written notice to the Corporation of an exercise Company in the form or forms prescribed by the committee that administers the Plan (the “Committee”)contained in Exhibit B attached hereto. Each exercise form must set forth the number of whole shares of Common Stock Listed Shares as to which the Option is exercised, must be dated and signed by the person exercising the option Option and must be accompanied by (i) a cash payment (which may be made by means of a check, bank draft or money order) in United States dollars dollars, (including check, bank draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), ii) shares of already-owned Common Stock Listed Shares at the fair market value of such shares on the date of exercise, (iii) the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Listed Shares as to which the Option is exercised; provided, however, that any portion of -------- ------- the option price representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock already-owned Listed Shares which have been held for less than six months may be delivered in payment of the option price. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option 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 Optionee may choose to exercise the an 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)program. If the person Optionee so chooses, the Corporation Company will deliver only the shares of the Common Stock Listed Shares acquired pursuant to the exercise of the option Option to the broker or other agent, as designated by the person exercising the OptionOptionee, 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, 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 Listed Shares will be issued or delivered until the Corporation Company has received full payment in cash (including check, bank draft draft, or money order) for the option price from the broker or other agent. The Company shall advise any person exercising the Option in whole or in part with shares of already-owned Listed Shares as to the amount of any cash required to be paid to the Company 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 Listed Shares 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 share certificate delivered in payment of the option price. Delivery of shares of already-owned Listed Shares 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. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation Company of the right of such person to exercise the Option, and the signature on all certificates or Assignments Separate from Certificate for shares delivered in payment of the option price must be guaranteed by a member of an approved Signature Guarantee Medallion Program. 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 (412-825-1743), Attention: Vice President, Human Resources. In the case of hand delivery, 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 in cash or shares of already-owned Common Stock Listed Shares 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 CorporationCompany at the address set forth on the cover page of this Agreement, Attention: Chief Financial Officer (or in the case of cash or shares, by effective transfer to the Company's account). For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common StockListed Shares, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the 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. (a) The Option may be exercised only by execution and delivery by the Optionee of written, electronic or telephonic notice to the Corporation of an exercise Company or its agent in the form or forms prescribed by the committee that administers the Plan (the “Committee”)prescribed. Each exercise form must set forth the number of whole shares of Common Stock Shares as to which the Option is exercised, must be dated and signed signed, or its equivalent, by the person exercising the option Option and must be accompanied by (i) a cash payment (which may be made by means of a check, bank draft or money order) in United States dollars dollars, [(including check, bank draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), ii) shares of already-owned Common Stock Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise,] (iii) the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or [(iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock which have been held for less than six months may be delivered in payment of the option price. cash.] (b) The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option 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 Optionee may choose to exercise the an 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)program. If the person Optionee so chooses, the Corporation will deliver only the shares Company shall, upon receipt of the Common Stock required payment, deliver the Shares acquired pursuant to the exercise of the option Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will shall 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 . (c) [The Company shall advise any procedures person exercising the Option in whole or in part with already-owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the broker or agent-sponsored exercise or financing programapplicable option price, if the option price is paid in cash, no exercise of an Option and such person shall be deemed required to occur and no shares make such payment to the Company before any distribution of the Common stock certificates representing Shares will be issued or delivered until the Corporation has received full payment in cash made.] (including check, bank draft or money orderd) 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 such person shall submit proof satisfactory to the Corporation Company of the right of such person to exercise the Option. . (e) 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 (412-825-1743), Attention: Vice President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or formsrequired notice, proof of right to exercise (if required) and payment of the option price in cash [or shares of already-owned Common Stock Shares] are hand delivereddelivered to the Company or its agent. 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 Corporation. [For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stockor withheld Shares, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the 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 execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the committee that administers the Plan (the “Committee”)Company. Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the option Option and must be accompanied by cash in United States dollars (including check, bank draft, 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 fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash and no shares of Common Stock which have been held for less than six months may be delivered in payment of the option pricecash. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock will be made. The person exercising the Option should shall deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price. The If required by the Corporation, 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., the American 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 may 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)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 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 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 General Counsel at the Corporation, Corporation or 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 (412-825-1743), Attention: Vice President, Human ResourcesGeneral 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 in cash or shares of already-owned Common Stock are hand delivered. If In the exercise material is faxedcase of mailing, the date of exercise is the first date on which of the receipt by the Company of the envelope containing 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 Corporation. 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 Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the 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.and

Procedure for Exercise of Option. The An Option may be exercised only by execution with respect to vested Shares, only during the Exercise Period and delivery only by the Optionee relevant Optionholder or, upon the Optionholder’s death, by the Optionholder’s successors. An Option may not be exercised for a fraction of 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 Corporation of nearest whole number and respective fractions will be added to the Option that becomes exercisable in the future. In order to exercise an exercise Option, the Optionholder shall take the following actions in relation thereto: the Optionholder shall deliver to the Company a notice in the form or forms prescribed set out in Appendix 1 duly completed and signed by the committee that administers Optionholder together with the Plan (copy of this Agreement; the “Committee”). Each exercise form must set forth Optionholder shall pay to the Company an amount equal to the aggregate Exercise Price for the number of whole shares of Common Stock as to Shares over which the Option is exercised, must to be dated exercised or make such arrangements for such payment as the Company shall permit; the Optionholder shall pay to the Company any tax liability if and signed as required under Section 2.10. or make such arrangements for such payment as the Company shall permit; if requested by the person exercising Company, the Optionholder shall join a shareholders’ agreement in effect between the Company and/or its shareholders, an option and must be accompanied programme established by cash in United States dollars the Company, a set of undertakings (including checkan undertaking agreeing to a drag-along right of the majority shareholders, bank draftfounders, money order or cash forwarded through a broker investors or other agent-sponsored exercise or financing programgroup 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 Company, 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 to the Optionholder; and the Optionholder shall take such other actions that the Company may reasonably request for the acquisition of relevant Shares, e.g. submit relevant instruction to the Optionholder’s securities account operator, if required. An Option is considered validly exercised only if all actions specified in Section 2.8.3. have been duly taken. The Company shall provide the Optionholder, at the Optionholder’s request, relevant information necessary to take such actions. Issue or transfer of Shares The Company shall take actions to issue or transfer the Shares in respect of which the Option has been validly exercised to the Optionholder within 30 days following the effective date of exercise of the Option. If the Option is exercised in connection with an Exit in the form of a Share Sale or a Liquidation, the Company shall take actions to ensure that the Shares in respect of which the Option has been validly exercised will be transferred or issued to the Optionholder immediately before the completion of the Exit or Liquidation or, at its discretion, make such other arrangements that would put the Optionholder in the position the Optionholder would have been, had the Optionholder been the registered owner of the relevant Shares immediately before the completion of Exit or Liquidation. The Option holder agrees that at the Company’s sole discretion, the Shares underlying the Option can be issued as shares which do not grant its holder the right to vote. The Optionholder shall become the owner of already-owned Common Stock Shares when the Optionholder is registered as such owner in the Company’s shareholders list (as maintained in the Estonian Register of Securities or otherwise), but not before the rights from relevant Shares are deemed to arise under applicable laws. Until such time, the Optionholder has no right to vote or receive dividends or any other rights in connection with the Share, notwithstanding the exercise of the Option. After the Optionholder has become owner of any Shares, the Optionholder agrees to keep up to date with and adhere to the articles of association of the Company in force from time to time. Tax matters If in relation to the exercise of the Option or payment of compensation under Section 2.11.2. the Company or any Group Company becomes liable, or is in accordance with current practice believed to become liable, for any taxes, including, without limitation, personal or corporate income tax, social tax and other employment related taxes, (a) the Optionholder shall pay to the Company or the relevant Group Company a sum equal to such tax liability immediately upon the receipt of written notice that specifies the amount of such liability or (b) a sum equal to such tax liability shall be withheld from any payment made to the Optionholder under this Agreement. Call option If the “Outlined Terms” provide that the Company has the right to request the Optionholder (or, for the avoidance of doubt, the Optionholder’s or her successors) to transfer all or part of the Optionholder’s Shares acquired under the Option (the “Option Shares”) back to the Company (the “Call Option”) then: The date on which the Optionholder becomes a Bad Leaver or Good Leaver shall be the “Trigger Date”. The Company may exercise the Call Option by sending a notice to the Optionholder (the “Option Notice”) within 90 calendar days after the Trigger Date. If the Company exercises the Call Option, the Optionholder shall take all actions requested by the Company to transfer such Shares to the Company within a period which shall be (a) if the transfer is free of charge: 14 days after the receipt of the Option Notice or (b) if the transfer is at the fair market value of Shares (“Fair Value”): 14 days after the determination of Fair Value under this Section 2.11.. The Fair Value shall be determined in good faith by the Company. If the Optionholder does not agree with the Fair Value determined by the Company as set out above, the Optionholder must send a notice (a “Disagreement Notice”) to the Company within 7 days after the receipt of Company’s calculation of Fair Value. In such shares on case, the date of exerciseFair Value shall be determined by an independent expert appointed jointly by the Optionholder and the Company. In case the Parties fail to appoint such expert within 14 days after the Disagreement Notice, or any combination of cash and such shares, in the amount expert will be appointed by the Management Board of the full purchase price for Estonian Private Equity and Venture Capital Association or the number of shares of Common Stock as equivalent organization in Estonia or should the latter fail or not agree to which appoint such expert within 14 days after the Option is exercised; provided, however, that any portion relevant request of the option price representing a fraction Company, then by the competent court. The Fair Value as determined by the aforementioned expert or competent court shall be final and binding to the Parties. The cost of a share the aforementioned expert shall be paid by the Optionee Parties in cash and no shares of Common Stock which have been held for less than six months equal proportions. In determining the Fair Value, valuation assigned to the Company in connection with the Company’s most recent third-party equity financing may be delivered in payment of the option priceused, if appropriate. The Corporation shall advise any person exercising Company may assign its rights under the Call Option in whole or in part to any shareholders of the Company (other than the respective Optionholder who has the obligation to transfer the Shares). Such assignment does not require the consent of the Optionholder. If the “Outlined Terms” provide that the Company has the right to request a Good Leaver to transfer the Optionholder’s Shares acquired under the Option back to the Company, but the Optionholder becomes a Good Leaver before exercising the Optionholder’s Option and, accordingly, has not acquired any Shares, the Company has a right to cancel such Option, against payment by the Company of a fair compensation for such Option. The fair compensation shall be equal to the Fair Value of the vested Shares underlying such Option as determined in accordance with shares Section 2.11.1.. If the Optionholder (or the Optionholder’s successor(s)) breach the obligation to transfer all or part of already-owned Common Stock the Option Shares under Section 2.11.1 back to the Company against the final and binding Fair Value of the Option Shares determined as provided in 2.11.1., (a) the Optionholder shall pay to the Company a contractual penalty in the amount of any cash required one per cent of the Fair Value (regardless of whether the transfer is free of charge or at the Fair Value) per each day the breach is continuing or (b) the Company has the right to cancel such Option Shares. Corporate events In the event of merger, division, reorganization or other corporate event affecting the Shares the Company may make at its discretion such adjustments to the number and type of securities underlying the Option as well as the Exercise Price as it in good faith considers appropriate in order to preserve (and to avoid enlargement or dilution of) the benefits or potential benefits intended to be paid made available to the Corporation representing a fraction Optionholder under this Agreement. Without prejudice to the above, in the event the Company merges with another company so that the Company will not be surviving company, the Company may at its sole discretion (i) replace the Option with the option to the shares of such surviving successor company; or (ii) decide that the Option is deemed fully or partly vested and may be exercised immediately prior to the completion of the merger. In the event of a share, and such person will be required to pay any such cash directly transaction whereby a company (the “New Company”) acquires all shares in the Company (the “Old Shares”) in consideration for the issuance of shares in the New Company (the “New Shares”) to the Corporation before any distribution holders of certificates representing Old Shares in proportion to their existing holdings (the “Flip”), the Company shall have the right to replace the Option to acquire the Shares (the “Old Option”) with a new option (the “New Option”) which is equivalent to the Old Option but relates to shares in the New Company so that the total amount payable by the Optionholder for the acquisition of Common Stock will be madeshares under the New Option is equal to the total amount that would have been payable by the Optionholder for the acquisition of Shares under the Old Option. The person exercising Company shall notify the Optionholder of any adjustment or replacement made under this Section 2.12. as soon as reasonably possible. Termination of Option In each case this Agreement sets out an Exercise Period applicable for the exercise of the Option should deliver an executed Assignment Separate from Certificate in certain circumstances, the Option, to the extent not exercised during such Exercise Period, shall terminate. In any case the Option (to the extent not terminated earlier) shall terminate on the 10th anniversary of the Grant Date. No effect on employment or service The Agreement shall not confer upon the Optionholder any right with respect to each stock certificate delivered in payment continuation of the option price. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust companyProfessional Relationship with any Group Company, by a firm having membership nor shall it interfere in any way with the New York Stock Exchange, Inc. right of the Optionholder or the National Association of Securities Dealers, Inc. or by relevant Group Company to terminate the Professional Relationship at any other person acceptable time. Amendment The Company shall have the right to unilaterally make amendments and additions to the Corporation’s Transfer Agent. The person exercising Agreement, except in case this would adversely affect the Option may 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 existing rights of the shares acquired upon Optionholder in which case such amendment may be made only with the written consent of the Optionholder. Conflicts between the terms If there is a conflict between the Detailed Terms and the Outlined Terms, the Outlined Terms shall prevail. Data processing notice The Optionholder is aware that the Company processes the following personal data for the purposes of administering this Agreement and carrying out the Company's obligations arising from hereunder: name and other details of the Optionholder and data concerning vesting and 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 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 (412-825-1743), 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 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 Corporation. 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 Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the 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.