Common use of Procedure for Exercise of Options Clause in Contracts

Procedure for Exercise of Options. These Options may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant’s copy of this Award Agreement. The Option Price upon exercise of these 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 Administrator); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by the Administrator, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); or (c) by a combination of (a) and (b). Subject to the approval of the Administrator, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to 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 Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of shares purchased under the Option. The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are exercisable. If all of the Options granted pursuant to this Award Agreement have been exercised, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options This Option may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: notice (a) shall be signed by the Participant Optionee, his legal representative or his or her legal representativea permitted transferee under this Agreement; (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 OptionsOption; 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 the Participant’s (e) Optionee's copy of this Award Agreement. The Option Price upon exercise of these Options 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by price of the Administrator, the Shares shares for which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market)is being exercised; or (c) by a combination of (a) and (b). Subject to the approval ; (d) by delivery of the Administrator, the Participant may be permitted to a properly executed exercise pursuant notice together with irrevocable instructions to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject broker to 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 promptly deliver to the Participant evidence Company the amount of book entry Sharessale 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 upon her legal representative or permitted transferee under this Agreement, as the Participant’s requestcase may be, Share certificates in an for the shares so purchased, which may, if appropriate, be endorsed with appropriate amount based upon restrictive legends as determined by the number of shares purchased under the OptionCommittee. The Company shall maintain a record of all information pertaining to the Participant’s Optionee's rights under this Award Agreement, including the number of Shares shares for which the Options are this Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options The Executive Securityholder may be exercised exercise all (but not less than all) of his Options, to the extent they have vested and are exercisable, at any time and from time to time prior to the applicable Expiration Date, by delivery of timely delivering written notice to the Company at its executive officesor the Investment Company, addressed as applicable, (to the attention of the corporate secretary. Such notice: (aCompany's or Investment Company's Secretary, as applicable) shall be signed and written acknowledgement by the Participant Executive Securityholder that he has reviewed and has been afforded an opportunity to ask questions of management of the Company or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased Investment Company, as applicable, with respect to all financial and other information provided to him regarding the Options; and Company or the Investment Company, as applicable, together with payment of the Exercise Price for the Options being exercised. Notwithstanding anything to the contrary contained in this Agreement, (ci) shall the Preferred Options must be exercised in tandem such that any exercise of a Preferred Option to purchase shares of Preferred Stock or Investment Company Preferred, as the case may be, must be accompanied by payment an exercise of Preferred Options to purchase an equal number shares of Investment Company Preferred and Preferred Stock, respectively and (ii) the Purchased Options must be exercised in full tandem such that any exercise of the Company Preferred Purchased Option Price or the Investment Company Preferred Purchased Option, as the case may be, must be accompanied by an exercise of the Shares to be purchasedInvestment Company Preferred Purchased Option, in the case of an exercise of the Company Preferred Purchased Option, and the Participant’s copy Company Preferred Purchased Option, in the case of this Award Agreement. The Option Price upon an exercise of these the Investment Company Preferred Purchased Option. Subject to vesting, the Executive Securityholder's Options shall may be payable to exercised in whole or in part upon payment of an amount (the Company in full either: (a"Option Price") in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Administrator); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by the Administrator, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); or (c) by a combination product of (ai) and the applicable Exercise Price multiplied by (b). Subject to the approval of the Administrator, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to 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 Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon ii) the number of shares purchased under of Purchased Option Underlying Stock or Preferred Option Underlying Stock, as applicable, underlying the OptionOptions being exercised. The Payment shall be made in cash (including check, bank draft or money order). As a condition to any exercise of the Options, the Executive Securityholder shall permit the Company or the Investment Company, as applicable, to deliver to him all financial and other information regarding the Company or the Investment Company, as applicable, it believes necessary to enable him to make an informed investment decision, and the Executive Securityholder shall maintain a record of make all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for customary investment representations which the Options are exercisable. If all of Company or the Options granted pursuant to this Award Agreement have been exercisedInvestment Company, this Award Agreement shall be returned to the Company and canceledas applicable, requires.

Procedure for Exercise of Options. These Options may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant’s copy of this Award Agreement. The Option Price upon exercise of these 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by the AdministratorCommittee, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); or (c) by a combination of (a) and (b). Subject to the approval of the AdministratorCommittee, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the AdministratorCommittee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. The Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of shares purchased under the Option. The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are exercisable. If all of the Options granted pursuant to this Award Agreement have been exercised, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options The Executive Securityholder may be exercised exercise all (but not less than all) of his Options, to the extent they have vested and are exercisable, at any time and from time to time prior to the applicable Expiration Date, by delivery of timely delivering written notice to the Company at its executive officesor the Investment Company, addressed as applicable, (to the attention of the corporate secretary. Such notice: (aCompany’s or Investment Company’s Secretary, as applicable) shall be signed and written acknowledgement by the Participant Executive Securityholder that he has reviewed and has been afforded an opportunity to ask questions of management of the Company or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased Investment Company, as applicable, with respect to all financial and other information provided to him regarding the Options; and Company or the Investment Company, as applicable, together with payment of the Exercise Price for the Options being exercised. Notwithstanding anything to the contrary contained in this Agreement, (ci) shall the Preferred Options must be exercised in tandem such that any exercise of a Preferred Option to purchase shares of Preferred Stock or Investment Company Preferred, as the case may be, must be accompanied by payment an exercise of Preferred Options to purchase an equal number shares of Investment Company Preferred and Preferred Stock, respectively and (ii) the Purchased Options must be exercised in full tandem such that any exercise of the Company Preferred Purchased Option Price or the Investment Company Preferred Purchased Option, as the case may be, must be accompanied by an exercise of the Shares to be purchasedInvestment Company Preferred Purchased Option, in the case of an exercise of the Company Preferred Purchased Option, and the Participant’s copy Company Preferred Purchased Option, in the case of this Award Agreement. The Option Price upon an exercise of these the Investment Company Preferred Purchased Option. Subject to vesting, the Executive Securityholder’s Options shall may be payable to exercised in whole or in part upon payment of an amount (the Company in full either: (a“Option Price”) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Administrator); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by the Administrator, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); or (c) by a combination product of (ai) and the applicable Exercise Price multiplied by (b). Subject to the approval of the Administrator, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to 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 Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon ii) the number of shares purchased under of Purchased Option Underlying Stock or Preferred Option Underlying Stock, as applicable, underlying the OptionOptions being exercised. The Payment shall be made in cash (including check, bank draft or money order). As a condition to any exercise of the Options, the Executive Securityholder shall permit the Company or the Investment Company, as applicable, to deliver to him all financial and other information regarding the Company or the Investment Company, as applicable, it believes necessary to enable him to make an informed investment decision, and the Executive Securityholder shall maintain a record of make all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for customary investment representations which the Options are exercisable. If all of Company or the Options granted pursuant to this Award Agreement have been exercisedInvestment Company, this Award Agreement shall be returned to the Company and canceledas applicable, requires.

Procedure for Exercise of Options. These Options This Option may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: notice (a) shall be signed by the Participant Optionee, his legal representative or his or her legal representativepermitted transferee under this Agreement; (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 OptionsOption; 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 the Participant’s (e) Optionee's copy of this Award Agreement. The Option Price upon exercise of these Options 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by price of the Administrator, the Shares shares for which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market)is being exercised; or (c) by a combination of (a) and (b). Subject to the approval ; (d) by delivery of the Administrator, the Participant may be permitted to a properly executed exercise pursuant notice together with irrevocable instructions to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject broker to 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 promptly deliver to the Participant evidence Company the amount of book entry Sharessale 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 upon her legal representative or permitted transferee under this Agreement, as the Participant’s requestcase may be, Share certificates in an for the shares so purchased, which may, if appropriate, be endorsed with appropriate amount based upon restrictive legends as determined by the number of shares purchased under the OptionCommittee. The Company shall maintain a record of all information pertaining to the Participant’s Optionee's rights under this Award Agreement, including the number of Shares shares for which the Options are this Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options The Option may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretarySecretary of the Company. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options Shares being exercised and thus the number of full Shares then elected to be purchased with respect to the Optionspurchased; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchasedpurchased and any withholding taxes due thereon, and except in the Participant’s copy case of this Award Agreementa cashless exercise as described below. The Option Price upon exercise of these Options 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 Administrator)Company; or (b) by tendering (either by actual through the delivery or attestation) previously acquired of Shares having with an aggregate Fair Market Value at on the time date of exercise equal to the total Option Price (provided that, except as otherwise determined by the Administrator, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market)exercise price; or (c) by a any combination of (a) and (b)the above methods of payment. Subject to the approval establishment by the Committee of the Administrator, a procedure by which to complete a “cashless exercise,” the Participant may be permitted to exercise this Option pursuant to a 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 AdministratorCommittee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. The As promptly as practicable after receipt of written notice and payment upon exercise, the Company shall deliver cause to be issued and delivered to the Participant evidence of book entry Sharesor his or her legal representative, or upon as the case may be, certificates for the Shares so purchased. The Share certificates shall be issued in the Participant’s requestname (or, Share certificates at the discretion of the Participant, jointly in an appropriate amount based upon the number names of shares purchased under the OptionParticipant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are Option is exercisable. If all of the Options Option granted pursuant to this Award Agreement have has been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options The Option may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretarySecretary of the Company. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options Shares being exercised and thus the number of full Shares then elected to be purchased with respect to the Optionspurchased; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and except in the Participant’s copy case of this Award Agreementa cashless exercise as described below. The Option Price upon exercise of these Options the 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) 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 Option Price (provided that, except as otherwise determined by that the Administrator, shares of Class A Common Stock of the Shares Company which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open marketPrice); or (c) by a combination of (a) and (b). Subject to the approval establishment by the Committee of the Administrator, a procedure by which to complete a "cashless exercise," the Participant may be permitted to exercise this Option pursuant to a “such "cashless exercise” " procedure, as permitted under Federal Reserve Board’s 's Regulation T, subject to securities law restrictions, or by any other means which the AdministratorCommittee, in its sole discretion, determines to be consistent with the Plan’s 's purpose and applicable law. The As promptly as practicable after receipt of written notice and payment upon exercise, the Company shall deliver cause to be issued and delivered to the Participant evidence of book entry Sharesor his or her legal representative, or upon as the case may be, certificates for the Shares so purchased. The Share certificates shall be issued in the Participant’s request's name (or, Share certificates at the discretion of the Participant, jointly in an appropriate amount based upon the number names of shares purchased under the OptionParticipant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant’s 's rights under this Award Agreement, including the number of Shares for which the Options are Option is exercisable. If all of the Options Option granted pursuant to this Award Agreement have has been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These The Options may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: 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 Participant or his or her legal representative; (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 OptionsOption; 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 Participant that the Shares are being acquired by him or her for investment purposes only, 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/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 to be purchased, and the Participant’s copy of this Award Agreement. The Option Price upon exercise of these the 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares (held at least six months) having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that, except as otherwise determined by the Administrator, price of the Shares for which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on is being exercised; (c) through a "cashless exercise" procedure pursuant to the open market)terms and conditions specified in the Plan; or (cd) by a combination of (a), (b) and (bc). Subject to the approval As promptly as practicable after receipt of the Administratorsuch notice and payment, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Administrator, in its sole discretion, determines Company shall cause to be consistent with the Plan’s purpose issued and applicable law. The Company shall deliver delivered to the Participant evidence of book entry Sharesor his or her legal representative, or upon as the Participant’s requestcase may be, Share certificates in an for the Shares so purchased, which may, if appropriate, be endorsed with appropriate amount based upon the number of shares purchased under the Optionrestrictive legends. The Company shall maintain a record of all information pertaining to the Participant’s 's rights under this Award Agreement, including the number of Shares for which the Options are Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options This Option may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: notice (a) shall be signed by the Participant Optionee, his legal representative or his or her legal representativepermitted transferee under this Agreement; (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 OptionsOption; 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 the Participant’s (e) Optionee's copy of this Award Agreement. The Option Price upon exercise of these Options 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) 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 Option Price (provided that, except as otherwise determined by price of the Administrator, the Shares shares for which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market)is being exercised; or (c) by a combination of (a) and (b). Subject to the approval ; (d) by delivery of the Administrator, the Participant may be permitted to a properly executed exercise pursuant notice together with irrevocable instructions to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject broker to 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 promptly deliver to the Participant evidence Company the amount of book entry Sharessale 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 upon her legal representative or permitted transferee under this Agreement, as the Participant’s requestcase may be, Share certificates in an for the shares so purchased, which may, if appropriate, be endorsed with appropriate amount based upon restrictive legends as determined by the number of shares purchased under the OptionCommittee. The Company shall maintain a record of all information pertaining to the Participant’s Optionee's rights under this Award Agreement, including the number of Shares shares for which the Options are this Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options The Option may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretarySecretary of the Company. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options Shares being exercised and thus the number of full Shares then elected to be purchased with respect to the Optionspurchased; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and except in the Participant’s copy case of this Award Agreementa cashless exercise as described below. The Option Price upon exercise of these Options the 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) 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 Option Price (provided that, except as otherwise determined by that the Administrator, shares of Class A Common Stock of the Shares Company which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open marketPrice); or (c) by a combination of (a) and (b). Subject to the approval establishment by the Committee of the Administrator, a procedure by which to complete a “cashless exercise,” the Participant may be permitted to exercise this Option pursuant to a 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 AdministratorCommittee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. The As promptly as practicable after receipt of written notice and payment upon exercise, the Company shall deliver cause to be issued and delivered to the Participant evidence of book entry Sharesor his or her legal representative, or upon as the case may be, certificates for the Shares so purchased. The Share certificates shall be issued in the Participant’s requestname (or, Share certificates at the discretion of the Participant, jointly in an appropriate amount based upon the number names of shares purchased under the OptionParticipant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are Option is exercisable. If all of the Options Option granted pursuant to this Award Agreement have has been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options This Option may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: notice (a) shall be signed by the Participant Optionee or his or her legal representative; (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 OptionsOption; (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 (cd) shall be accompanied by payment in full of the Option Price of the Shares shares to be purchased, purchased and the Participant’s Optionee's copy of this Award Agreement. The Option Price upon exercise of these Options 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) 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 Option Price (provided that, except as otherwise determined by price of the Administrator, the Shares shares for which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market)is being exercised; or (c) by a combination of (a) and (b). Subject to the approval ; (d) by delivery of the Administrator, the Participant may be permitted to a properly executed exercise pursuant notice together with irrevocable instructions to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject broker to 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 promptly deliver to the Participant evidence Company the amount of book entry Sharessale 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 or upon his or her legal representative, as the Participant’s requestcase may be, Share certificates in an appropriate amount based upon for the number of shares purchased under the Optionso purchased. The Company shall maintain a record of all information pertaining to the Participant’s Optionee's rights under this Award Agreement, including the number of Shares shares for which the Options are this Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These Options may be exercised by delivery of timely written notice to the Company at its executive offices, addressed to the attention of the corporate secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased with respect to the Options; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant’s copy of this Award Agreement. The Option Price upon exercise of these 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 AdministratorCommittee); 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 Option Price (provided that, except as otherwise determined by the AdministratorCommittee, the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); or (c) by a combination of (a) and (b). Subject to the approval of the AdministratorCommittee, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the AdministratorCommittee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. The Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of shares purchased under the Option. The Company shall maintain a record of all information pertaining to the Participant’s rights under this Award Agreement, including the number of Shares for which the Options are exercisable. If all of the Options granted pursuant to this Award Agreement have been exercised, this Award Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Options. These The Options may be exercised by delivery of timely giving written notice to the Company at its executive offices, addressed to the attention of the corporate secretaryits Secretary. Such notice: 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 Participant or his or her legal representative; (b) shall specify the number of Options being exercised and thus the number of full Shares then elected to be purchased with respect to the OptionsOption and the total purchase price; and (c) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant’s copy of this Award Agreement. The Option Price upon exercise of these the 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 AdministratorCommittee); or (b) by tendering (either by actual delivery or attestation) 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 for which the Option Price is being exercised; (provided that, except as c) unless otherwise determined by the AdministratorCommittee, 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 Shares which are tendered must have been held by sales proceeds to the Participant for at least six (6) months prior Company, pursuant to their tender to satisfy the Option Price or have been purchased on terms and conditions specified in the open market)Plan; or (cd) by a combination of (a), (b) and (bc). Subject to the approval As promptly as practicable after receipt of the Administratorsuch notice and payment, the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Administrator, in its sole discretion, determines Company shall cause to be consistent with the Plan’s purpose issued and applicable law. The Company shall deliver delivered to the Participant evidence of book entry Sharesor his or her legal representative, or upon as the Participant’s requestcase may be, Share certificates in an for the Shares so purchased, which may, if appropriate, be endorsed with appropriate amount based upon the number of shares purchased under the Optionrestrictive legends. The Company shall maintain a record of all information pertaining to the Participant’s 's rights under this Award Agreement, including the number of Shares for which the Options are Option is exercisable. If all of the Options granted pursuant to this Award Agreement Option shall have been exercisedexercised in full, this Award 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.