Common use of Procedure for Exercise of Options Clause in Contracts

Procedure for Exercise of Options. This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice (a) shall be signed by the Optionee, his legal representative or a permitted transferee under this Agreement; (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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares to be purchased; and (e) Optionee'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 tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares for which the Option is being exercised; (c) by a combination of (a) and (b); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of shares for which this 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 Options. This Option These Options may be exercised by giving delivery of timely written notice to the Company at its executive offices, addressed to the attention of its Secretarythe corporate secretary. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of Options being exercised and thus the number of full shares Shares then elected to be purchased with respect to the OptionOptions; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; , and (e) Optionee's the Participant’s copy of this Award Agreement. The Option Price upon exercise of this Option these Options shall be payable to the Company in full either either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the CommitteeAdministrator); 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 price of Option Price (provided that, except as otherwise determined by the shares Administrator, the Shares which are tendered must have been held by the Participant for which at least six (6) months prior to their tender to satisfy the Option is being exercisedPrice or have been purchased on the open market); or (c) by a combination of (a) and (b); (d) by delivery . Subject to the approval of a properly executed the Administrator, the Participant may be permitted to exercise notice together with irrevocable instructions pursuant to a broker “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to promptly securities law restrictions, or by any other means which the Administrator, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. The Company shall deliver to the Company Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of sale proceeds from shares purchased under the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the CommitteeOption. The Company shall maintain a record of all information pertaining to Optionee's the Participant’s rights under this Award Agreement, including the number of shares Shares for which this Option is the Options are exercisable. If all of the Option shall Options granted pursuant to this Award Agreement have been exercised in fullexercised, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice (a) shall be signed by the Optionee, his legal representative or a permitted transferee under this Agreement; (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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares to be purchased; and (e) Optionee'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 tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares for which the Option is being exercised; (c) by a combination of (a) and (b); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of shares for which this 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 Options. This Option These Options may be exercised by giving delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretarythe corporate secretary. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of Options being exercised and thus the number of full shares Shares then elected to be purchased with respect to the OptionOptions; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; , and (e) Optionee's the Participant’s copy of this Award Agreement. The Option Price upon exercise of this Option these Options shall be payable to the Company in full either 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 price of Option Price (provided that, except as otherwise determined by the shares Committee, the Shares which are tendered must have been held by the Participant for which at least six (6) months prior to their tender to satisfy the Option is being exercisedPrice or have been purchased on the open market); or (c) by a combination of (a) and (b); (d) by delivery . Subject to the approval of a properly executed the Committee, the Participant may be permitted to exercise notice together with irrevocable instructions pursuant to a broker “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to promptly 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. The Company shall deliver to the Company Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of sale proceeds from shares purchased under the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the CommitteeOption. The Company shall maintain a record of all information pertaining to Optionee's the Participant’s rights under this Award Agreement, including the number of shares Shares for which this Option is the Options are exercisable. If all of the Option shall Options granted pursuant to this Award Agreement have been exercised in fullexercised, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. This The Option may be exercised by giving delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretarythe Secretary of the Company. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of full shares then elected to be purchased with respect to the OptionShares being purchased; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; purchased and (e) Optionee's copy any withholding taxes due thereon, except in the case of this Agreementa cashless exercise as described below. The Option Price upon exercise of this Option shall may be paid: in United States dollars in cash or by check, bank draft or money order 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)Company; (b) by tendering previously acquired through the delivery of Shares having with an aggregate Fair Market Value at on the time date of exercise equal to the total price exercise price; or by any combination of the shares for above methods of payment. Subject to the establishment by the Committee of a procedure by which to complete a “cashless exercise,” the Participant may exercise this Option pursuant to such “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Option is being exercised; (c) by a combination of (a) Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and (b); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriateapplicable law. As promptly as practicable after receipt of such written notice and paymentpayment upon exercise, the Company shall cause to be issued and delivered to the Optionee, Participant or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares Shares so purchased. The Share certificates shall be issued in the Participant’s name (or, which mayat the discretion of the Participant, if appropriate, be endorsed with appropriate restrictive legends as determined by jointly in the Committeenames of the Participant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to Optionee's the Participant’s rights under this Agreement, including the number of shares Shares for which this the Option is exercisable. If the Option shall have granted pursuant to this Agreement has been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. This The Option may be exercised by giving delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretarythe Secretary of the Company. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of full shares then elected to be purchased with respect to the OptionShares being purchased; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; and (e) Optionee's copy , except in the case of this Agreementa cashless exercise as described below. The Option Price upon exercise of this the Option shall be payable to the Company in full either 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 shares of Class A Common Stock of the Company having an aggregate Fair Market Value at the time of exercise equal to the total price Option Price (provided that the shares of Class A Common Stock of the shares Company which are tendered must have been held by the Participant for which at least six months prior to their tender to satisfy the Option is being exercisedPrice); or (c) by a combination of (a) and (b); (d) . Subject to the establishment by delivery the Committee of a properly executed procedure by which to complete a "cashless exercise," the Participant may exercise notice together this Option pursuant to such "cashless exercise" procedure, as permitted under Federal Reserve Board'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 irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price Plan's purpose and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriateapplicable law. As promptly as practicable after receipt of such written notice and paymentpayment upon exercise, the Company shall cause to be issued and delivered to the Optionee, Participant or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares Shares so purchased. The Share certificates shall be issued in the Participant's name (or, which mayat the discretion of the Participant, if appropriate, be endorsed with appropriate restrictive legends as determined by jointly in the Committeenames of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to Optioneethe Participant's rights under this Agreement, including the number of shares Shares for which this the Option is exercisable. If the Option shall have granted pursuant to this Agreement has been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. This The Option may be exercised by giving delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretarythe Secretary of the Company. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of full shares then elected to be purchased with respect to the OptionShares being purchased; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; and (e) Optionee's copy , except in the case of this Agreementa cashless exercise as described below. The Option Price upon exercise of this the Option shall be payable to the Company in full either 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 shares of Class A Common Stock of the Company having an aggregate Fair Market Value at the time of exercise equal to the total price Option Price (provided that the shares of Class A Common Stock of the shares Company which are tendered must have been held by the Participant for which at least six months prior to their tender to satisfy the Option is being exercisedPrice); or (c) by a combination of (a) and (b); (d) . Subject to the establishment by delivery the Committee of a properly executed procedure by which to complete a “cashless exercise,” the Participant may exercise notice together this Option pursuant to such “cashless exercise” procedure, as permitted under Federal Reserve Board’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 irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price Plan’s purpose and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriateapplicable law. As promptly as practicable after receipt of such written notice and paymentpayment upon exercise, the Company shall cause to be issued and delivered to the Optionee, Participant or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares Shares so purchased. The Share certificates shall be issued in the Participant’s name (or, which mayat the discretion of the Participant, if appropriate, be endorsed with appropriate restrictive legends as determined by jointly in the Committeenames of the Participant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to Optionee's the Participant’s rights under this Agreement, including the number of shares Shares for which this the Option is exercisable. If the Option shall have granted pursuant to this Agreement has been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice (a) shall be signed by the Optionee, Optionee or his legal representative or a permitted transferee under this Agreementrepresentative; (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 Optionee that the shares of Common Stock 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 of Common Stock 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 (e) Optionee'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 tendering or certifying to the ownership of previously acquired Shares shares held for at least six (6) months having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares for which the Option is being exercised; (c) by a combination of (a) and (b); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) by such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, Optionee or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of shares for which this 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 Options. This Option The Options may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice is to be received by the Secretary on or before the date on which the Options are to be exercised. Such notice (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of full shares Shares then elected to be purchased with respect to the OptionOption and the total purchase price; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; and (e) Optionee's copy of this Agreement. The Option Price upon exercise of this Option the Options 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 tendering previously acquired Shares (held at least six months) having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares Shares for which the Option is being exercised; (c) unless otherwise determined by the Committee, through a "cashless exercise" procedure under which there is delivery to a securities broker of an irrevocable direction to sell Shares and to deliver all or part of the sales proceeds to the Company, pursuant to the terms and conditions specified in the Plan; or (d) by a combination of (a), (b) and (bc); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, Participant or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committeelegends. The Company shall maintain a record of all information pertaining to OptioneeParticipant's rights under this Agreement, including the number of shares Shares for which this the Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled. Notwithstanding the foregoing, the Company need not issue or deliver such Shares unless and until, in the opinion of the Company's counsel, all applicable requirements of law, including registration of such Shares under the Securities Act of 1933 pertaining to the sale and issuance of such Shares and all applicable listing requirements of any national securities exchange on which the Shares are listed, have been complied with.

Procedure for Exercise of Options. This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice notice: (a) shall be signed by the Optionee, his or her legal representative or a permitted transferee under this Agreement; ; (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 Optionee that the shares of Common Stock 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 Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the shares of Common Stock Shares may then be listed; ; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; and (e) Optionee's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); ; (b) by tendering or certifying to the ownership of previously acquired Shares shares of the Company's Common Stock held for at least six (6) months having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares Shares for which the Option is being exercised; ; (c) by a combination of (a) and (b); ; (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares Shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of shares Shares for which this 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 Options. This Option The Options may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice is to be received by the Secretary on or before the date on which the Options are to be exercised. Such notice (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of full 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 Shares to be purchased, shall contain a representation of Optionee Participant that the shares of Common Stock Shares are being acquired by him or her for investment and with no present intention of selling or transferring thempurposes only, and that he or she will not sell or otherwise transfer the shares Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the shares of Common Stock may then be listedlisted and/or traded, and under any blue sky or state securities laws applicable to such Shares; and (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; and (e) Optionee's copy of this Agreement. The Option Price upon exercise of this Option the Options 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 tendering previously acquired Shares (held at least six months) having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares Shares for which the Option is being exercised; (c) through a "cashless exercise" procedure pursuant to the terms and conditions specified in the Plan; or (d) by a combination of (a), (b) and (bc); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, Participant or his or her legal representative or permitted transferee under this Agreementrepresentative, as the case may be, certificates for the shares Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committeelegends. The Company shall maintain a record of all information pertaining to OptioneeParticipant's rights under this Agreement, including the number of shares Shares for which this the 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 Options. This Option may be exercised by giving written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice (a) shall be signed by the Optionee, his legal representative or a permitted transferee under this Agreement; (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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares to be purchased; and (e) Optionee'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 tendering or certifying to the ownership of previously acquired Shares held for at least six (6) months having an aggregate Fair Market Value at the time of exercise equal to the total price of the shares for which the Option is being exercised; (c) by a combination of (a) and (b); (d) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the Committee. The Company shall maintain a record of all information pertaining to Optionee's rights under this Agreement, including the number of shares for which this 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 Options. This Option These Options may be exercised by giving delivery of timely written notice to the Company at its executive offices, addressed to the attention of its Secretarythe corporate secretary. Such notice notice: (a) shall be signed by the Optionee, Participant or his or her legal representative or a permitted transferee under this Agreementrepresentative; (b) shall specify the number of Options being exercised and thus the number of full shares Shares then elected to be purchased with respect to the OptionOptions; 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 Optionee that the shares of Common Stock 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 of Common Stock may then be listed; (d) shall be accompanied by payment in full of the Option Price of the shares Shares to be purchased; , and (e) Optionee's the Participant’s copy of this Award Agreement. The Option Price upon exercise of this Option these Options shall be payable to the Company in full either 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 fair market value at the time of exercise equal to the total price of Option Price (provided that, except as otherwise determined by the shares Committee, the Shares which are tendered must have been held by the Participant for which at least six (6) months prior to their tender to satisfy the Option is being exercisedPrice or have been purchased on the open market); or (c) by a combination of (a) and (b); (d) by delivery . Subject to the approval of a properly executed the Committee, the Participant may be permitted to exercise notice together with irrevocable instructions pursuant to a broker “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to promptly 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. The Company shall deliver to the Company Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of sale proceeds from shares purchased under the option shares or loan proceeds to pay the exercise price and withholding taxes due to Company; or (e) such other methods of payment as the Committee at its discretion deems appropriate. As promptly as practicable after receipt of such notice and payment, the Company shall cause to be issued and delivered to the Optionee, his or her legal representative or permitted transferee under this Agreement, as the case may be, certificates for the shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends as determined by the CommitteeOption. The Company shall maintain a record of all information pertaining to Optionee's the Participant’s rights under this Award Agreement, including the number of shares Shares for which this Option is the Options are exercisable. If all of the Option shall Options granted pursuant to this Award Agreement have been exercised in fullexercised, this Award Agreement shall be returned to the Company and canceled.