Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase number of whole shares only), by delivery of Shares specified in a written notice (the “Exercise Notice”) from the Optionee delivered to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Company at least 10 days prior to the termination date on which purchase is requested, accompanied by full payment in cash, or, with the consent of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made Committee, in Common Stock or by (i) certified or bank cashier’s check a promissory note payable to the order of the CompanyCompany which is acceptable to the Committee. Such payment may, with the written consent of the Committee, also consist of a cash down payment and delivery of such a promissory note in the amount of the unpaid Option Exercise Price. In the discretion of and subject to the conditions as may be established by the Committee, payment of the Option Exercise Price may also be made by the Company retaining from the Shares to be delivered upon exercise of the Option, or if determined by the Administrator at the time of exerciseportion thereof, in its sole discretion, in (ii) the form that number of Shares already owned by the Optionee which have having a Fair Market Value on the date of surrender exercise equal to the aggregate Option Exercise Price of the number of Shares as with respect to which the Optionee exercises the Option, or portion thereof. Such payment may also be made in such other manner as the Committee determines is appropriate, in its sole discretion, subject to the restrictions set forth in this Agreement. If upon exercise of all or a portion of the Option there shall be exercised, or (iii) authorization for payable by the Company or a Subsidiary any amount for income tax withholding, then, at the Company's option and as a condition to withhold such exercise, either (a) the Company shall reduce the number of Shares to be issued to the Optionee by a number of shares otherwise payable pursuant to the exercise Shares of Common Stock having an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which exercise equal to the amount of such income tax withholding or (b) the Optionee shall pay such amount to the Company or its Subsidiary, as applicable. If any applicable law requires the Company to take any action with respect to the Shares specified in the written notice of exercise, or if any action remains to be withheld is determinedtaken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of the Shares, then the Company shall take such action and the day for delivery of such Shares shall be extended for the period necessary to take such action.

Procedure for Exercise. (ai) The Option may be exercised with respect In order to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, exercise this Warrant in whole or in part (but for part, the purchase of whole shares only), by delivery of registered Holder hereof shall complete a written notice (subscription form in the “Exercise Notice”) from the Optionee form attached hereto and deliver to the CompanyCompany at its office or agency provided for in Section 2 such subscription form, which Exercise Notice shall: (i) state this Warrant and the aggregate Purchase Price of the shares of the Nonvoting Common Stock then being purchased; provided that the Optionee elects to any single exercise the Option;of this Warrant not made in whole must be for a minimum of 5,000 Warrant Shares. (ii) Such Purchase Price shall be paid to the Company in lawful money of the United States by company check of Wingxxx xx an Affiliate of Wingxxx, xx, if the Holder is other than Wingxxx xx an Affiliate of Wingxxx, xx certified check drawn as a banking institution chartered by the government of the United States or any state the number thereof or wire transfer of Vested Shares with respect to which the Optionee is exercising the Option;funds. (iii) in the event that the Option The exercise of this Warrant shall be exercised deemed to have been effected and the Purchase Price and the number of shares of the Nonvoting Common Stock issuable in connection with such exercise shall be determined as of the close of business on the Business Day on which the last to be delivered of such completed subscription form and all other items required to be delivered in connection with such exercise by the representative of registered Holder hereof pursuant to this Section 4 shall have been delivered at the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified requisite office or bank cashier’s check payable to the order agency of the Company. Upon receipt of such form and other items, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, issue such shares of Nonvoting Common Stock and execute or if determined by cause to be executed and delivered to the Administrator registered Holder hereof a certificate or certificates representing the aggregate number of shares of the Nonvoting Common Stock specified in such form. The Holder shall be deemed to be a shareholder of the Company for all purposes upon receipt of such form and other items, notwithstanding the fact that certificates representing such Nonvoting Common Stock have not been issued. If this Warrant shall have been exercised only in part, the Company shall, at its expense at the time of exercisedelivery of such stock certificate or certificates, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal deliver to the aggregate Exercise Price registered Holder hereof a new Warrant evidencing the rights of such Holder to purchase the remaining shares of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved Nonvoting Common Stock covered by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related theretothis Warrant. The Company shall pay all taxes (other than any taxes imposed on or measured by the overall net income of such Holder in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, any jurisdiction in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld such Holder is determined.located) and other expenses and charges payable in

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise Notice”) from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (ia) state that the Optionee elects to exercise the Option; (iib) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iiic) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (ivd) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (e) include any representations of the Optionee required under Section 8(b); (f) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingsuch methods of payment. (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised At any time after all or any portion of the Options granted hereunder have become exercisable with respect to that any Option Shares and prior to the close of business on the seventh anniversary of the date of this Agreement (except as provided for in Section 2(c) above), Employee may exercise all or any portion of the Options granted hereunder with respect to Option which is exercisable at any particular time Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the “Vested Shares”)Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, from time to time, (ii) payment in whole or in part (but for the purchase of whole shares only), full by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Companycashier’s, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number personal or certified check or wire transfer of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit immediately available funds to the Company in cash an the amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount number of tax Option Shares to be acquired multiplied by the applicable option exercise price and (iii) an executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Options granted hereunder and prior to the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Employee’s continuing representation and warranty that Employee is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The vested portion of the Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase number of whole shares only), by delivery of Option Shares specified in a written notice delivered to the Corporation at least five days prior to the date on which purchase is requested (the such notice, an “Exercise Notice”) ), accompanied by full payment in cash of the aggregate Exercise Price in respect of such Option Shares. If specified in the Exercise Notice, payment of such Exercise Price may also be made by means of the Corporation retaining from the Optionee Option Shares to the Company, which Exercise Notice shall: (i) state that the Optionee elects to be delivered upon exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time portion thereof, that number of exercise, in its sole discretion, in (ii) the form of Option Shares already owned by the Optionee which have a having an aggregate Fair Market Value (as defined below) on the date of surrender that the Exercise Notice is delivered to the Corporation (the date that the Exercise Notice is delivered to the Corporation being referred to as the “Valuation Date”; provided, however , that if such date is not a day on which securities markets are open for trading, then the Valuation Date shall be the first succeeding date that such markets are open) equal to the aggregate Exercise Price of the total number of Option Shares as with respect to which such the Optionee shall then be exercising the Option. If upon exercise of all or a portion of the Option there shall be exercisedpayable by the Corporation or a subsidiary any amount for withholding taxes, or then, at the Corporation’s election and as a condition to such exercise, either (iiii) authorization for the Company Corporation shall reduce the number of Option Shares to withhold be issued to the Optionee by a number of shares otherwise payable pursuant to the exercise Option Shares of Common Stock having an Option having a aggregate Fair Market Value less than or on the Valuation Date equal to the aggregate amount of such withholding tax or (ii) the Optionee shall pay such amount to the Corporation or its subsidiary, as applicable. (b) If any applicable law requires the Corporation to take any action with respect to the Option Shares specified in the Exercise PriceNotice, or (iv) if any other form action remains to be taken under the Certificate of consideration approved by the Administrator and permitted by applicable law Incorporation or (v) any combination Bylaws of the foregoingCorporation, as in effect at the time, to effect due issuance of Option Shares, then the Corporation shall take such action and the day for delivery of such Option Shares shall be extended for the period necessary to take such action. The Optionee shall not have any of the rights of a shareholder of the Corporation under the Option. (c) As used herein, the phrase “Fair Market Value” shall mean (i) if the Common Stock is listed or admitted for trading on a condition of delivery national securities exchange, an automated quotation system or the Over-the-Counter Bulletin Board, the last reported sale price per share of the Vested SharesCommon Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Common Stock on such date (or if such bid and ask prices are not available on such date, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Sharesmost recent preceding date), in each caseeither case as officially reported by such securities exchange, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value quotation system or Bulletin Board on the date as of which the amount Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of tax to be withheld a share of the Common Stock as determined by the Corporation’s board of directors in good faith, or (iii) if such exercise is determinedin connection with a merger or consolidation of the Corporation in which the Corporation is not the survivor or in which the Common Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Corporation (collectively, a “Sale”), the implied price per share of the Common Stock resulting from such Sale.

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option (plus any applicable federal, state or local withholding taxes) shall be made in one or more of the following, as elected by the Optionee: (i) certified or bank cashier’s in cash, by check payable to the order of the CompanyCompany or, or if determined by the Administrator at the time discretion of exercisethe Board, in its sole discretionupon such other terms and conditions as the Board shall approve, in (ii) the form of by transferring previously owned Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercisedCompany, or (iii) authorization for the Company to withhold a number of shares by having Shares otherwise payable pursuant to deliverable upon the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, withheld or (iv) any other following an IPO, pursuant to a “cashless exercise” procedure (provided that the Committee has expressly approved such form of consideration approved exercise in advance). Any Shares transferred to or withheld by the Administrator and permitted by applicable law or (v) any combination Company as payment of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares Exercise Price shall be valued at their Fair Market Value on the date as of which exercise of the amount Option. (c) Subject to the immediately following sentence, after payment of tax the Exercise Price (and related withholding taxes) for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Option and prior to the issuance of any Shares, the Optionee (or the representative of his estate) shall be required to execute the Stockholders’ Agreement. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be withheld is determinedan Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of the Option shall be subject to a Call Option (as defined in the Stockholders’ Agreement) under Article IV of the Stockholders’ Agreement. (e) The Company shall be entitled to require as a condition of delivery of the Shares that the Optionee agree to remit when due an amount in cash sufficient to satisfy all current or estimated future federal, state and local withholding and employment taxes relating thereto or otherwise satisfy such taxes in a manner specified in Section 5(b).

Procedure for Exercise. (a) The Option Optionholder may be exercised exercise all or any portion of the Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that portion Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option which is exercisable at any particular time Shares to be acquired multiplied by the applicable option exercise price (the “Vested SharesAggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder agreement to that certain Stockholders Agreement, dated as of November 13, 2017, by and among the Company and its stockholders signatory thereto (as amended from time to time, in whole or in part (but for the purchase of whole shares only“Stockholders Agreement”), by delivery of a written notice (the “Exercise Notice”) from the Optionee in form and substance reasonably satisfactory to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect pursuant to which such Optionholder shall become a party to the Optionee is exercising Stockholders Agreement and be entitled to the Option; rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iiiiv) an executed consent from Optionholder’s spouse (if any) in the event that form of Exhibit 1 attached to the Option shall be exercised by the representative Plan. As a condition to any exercise of the Optionee’s estateOptions, include appropriate proof Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Options granted hereunder and prior to the termination occurrence of a Termination Event, Optionholder becomes legally married (whether in the Optionfirst instance or to a different spouse); and (v) comply with such further provisions as , Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, a consent in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal Exhibit 1 attached to the aggregate Exercise Price of the Shares as Plan. Optionholder’s failure to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit deliver to the Company an executed consent in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal form of Exhibit 1 to the minimum amount of tax Plan at any time when Optionholder would otherwise be required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The Option may be exercised At any time after all or any portion of the Options granted hereunder have become exercisable with respect to that any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement (except as provided in Section 2(d) above),Optionholder may exercise all or any portion of the Options granted hereunder with respect to Option which is Shares vested and exercisable at any particular time pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Vested SharesAggregate Exercise Price”), provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (iii) an executed joinder agreement to that certain [Stockholders Agreement, dated as of [ ], by and among the Company and its stockholders signatory thereto (as amended from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise NoticeStockholders Agreement”) from the Optionee ),] in form and substance reasonably satisfactory to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect pursuant to which such Optionholder shall become a party to the Optionee is exercising Stockholders Agreement and be entitled to the Option; rights and benefits and subject to the duties and obligations of a “Management Stockholder” thereunder, and (iiiiv) an executed consent from Optionholder’s spouse (if any) in the event that form of Exhibit 1 attached to the Option shall be exercised by the representative Plan. As a condition to any exercise of the Optionee’s estateOptions, include appropriate proof Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any time subsequent to the date Optionholder exercises any portion of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Options granted hereunder and prior to the termination occurrence of a Termination Event, Optionholder becomes legally married (whether in the Optionfirst instance or to a different spouse); and (v) comply with such further provisions as , Optionholder shall cause Optionholder’s spouse to execute and deliver to the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, a consent in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal Exhibit 1 attached to the aggregate Exercise Price of the Shares as Plan. Optionholder’s failure to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit deliver to the Company an executed consent in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal form of Exhibit 1 to the minimum amount of tax Plan at any time when Optionholder would otherwise be required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise Notice”) from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); and; (v) comply include any representations of the Optionee required under Section 8(b); (vi) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably require.Option; and (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingsuch methods of payment. (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified check, or bank cashier’s check payable to at the order discretion of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in Committee (ii) the form by delivery of Shares already owned by the Optionee which stock certificates (in negotiable form) representing shares of Common Stock that have a Fair Market Value Price on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration approved (A) by arrangements which are acceptable to the Administrator Committee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Committee. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option that is relinquished shall be the Market Price at the time of exercise of the number of Optioned Shares subject to the portion of the Option that is relinquished less the aggregate Option Price specified in the Option with respect to such Optioned Shares. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part with respect to any portion that is exercisable. To exercise any portion of the Option granted hereunder, the Grantee (but for or such other Person who shall be permitted to exercise the purchase Option as set forth in Section 4.1) must complete, sign and deliver to the Company (to the attention of whole shares only), by delivery the Company’s Secretary) a notice of a written notice exercise substantially in the form attached hereto as Exhibit A (or in such other form as the Committee may from time to time adopt and provide to the Grantee) (the “Exercise Notice”) from the Optionee to the Company), which Exercise Notice shall: together with (i) state that payment in full of the Optionee elects to exercise the Option; (ii) state Exercise Price multiplied by the number of Vested Shares Units with respect to which the Optionee Option is exercising exercised, (ii) any required agreements described in the Option; Plan, and (iii) in the event that Option to which the Option Units relate. The Grantee’s right to exercise the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior subject to the termination satisfaction of all conditions set forth in the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Exercise Notice. Payment of the Exercise Price shall be made in cash (including check, bank draft or money order) or, if subsequent to an Initial Public Offering, to the extent permitted by the Committee, (i) through the delivery of irrevocable instructions to a broker to sell shares of common stock of the successor corporation obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Exercise Price for the Vested Shares shares being purchased, or (ii) in shares of common stock of the successor corporation that have been held for such period of time as may be required by the Committee in order to be purchased avoid adverse accounting treatment to the Company, the successor corporation, or their affiliates. The Fair Market Value of shares of common stock of the successor corporation delivered on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order determined as of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price exercise. Any fractional shares will be paid in cash. (b) The obligation of the Shares as Company to which such deliver Units upon exercise of the Option shall be exercisedsubject to all applicable laws, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Pricerules, or (iv) any other form of consideration approved and regulations and such approvals by governmental agencies as may be deemed appropriate by the Administrator Board or the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related theretoregulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Units for the Grantee’s own account and not with a view to or for sale in its sole discretion may permit connection with any distribution of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to or such other representation as the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedBoard deems appropriate.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise Notice”"NOTICE") from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option"OPTIONED SHARES"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b); and (vvi) comply if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingsuch methods of payment. (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option herein granted may be exercised with respect by the delivery by Optionee of written notice to that portion the Secretary of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state Company setting forth the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising the Option; (iii) in the event that the Option being exercised. The notice shall be exercised by accompanied by, at the representative election of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cash, cashier’s check check, bank draft, or postal or express money order payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form certificates representing shares of Shares already Common Stock theretofore owned by the Optionee which have a Fair Market Value on the date of surrender equal duly endorsed for transfer to the aggregate Exercise Price of the Shares as to which such Option shall be exercisedCompany, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. This Option shall be deemed to have been exercised immediately prior to the close of business on the date (ci) As a condition written notice of delivery such exercise and (ii) payment in full of the Vested Sharesexercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall have deliver to Optionee certificates for the right number of shares with respect to require the which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee to remit to directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in cash an amount sufficient the United States mail, addressed to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit Optionee at the Optionee address specified pursuant to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedthis Section 4.

Procedure for Exercise. (a) The Option vested portion of the Options may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase number of whole shares only), by delivery of Option Shares specified in a written notice delivered to the Corporation at least five days prior to the date on which purchase is requested (the such notice, an “Exercise Notice”) ), accompanied by full payment in cash of the aggregate Exercise Price in respect of such Option Shares. If specified in the Exercise Notice, payment of such Exercise Price may also be made by means of the Corporation retaining from the Optionee Option Shares to the Company, which Exercise Notice shall: (i) state that the Optionee elects to be delivered upon exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time portion thereof, that number of exercise, in its sole discretion, in (ii) the form of Option Shares already owned by the Optionee which have a having an aggregate Fair Market Value (as defined below) on the date of surrender that the Exercise Notice is delivered to the Corporation (the date that the Exercise Notice is delivered to the Corporation being referred to as the “Valuation Date”; provided, however, that if such date is not a day on which securities markets are open for trading, then the Valuation Date shall be the first succeeding date that such markets are open) equal to the aggregate Exercise Price of the total number of Option Shares as with respect to which such the Optionee shall then be exercising the Option. If upon exercise of all or a portion of the Option there shall be exercisedpayable by the Corporation or a subsidiary any amount for withholding taxes, or then, at the Corporation’s election and as a condition to such exercise, either (iiii) authorization for the Company Corporation shall reduce the number of Option Shares to withhold be issued to the Optionee by a number of shares otherwise payable pursuant to the exercise Option Shares of Common Stock having an Option having a aggregate Fair Market Value less than or on the Valuation Date equal to the aggregate amount of such withholding tax or (ii) the Optionee shall pay such amount to the Corporation or its subsidiary, as applicable. (b) If any applicable law requires the Corporation to take any action with respect to the Option Shares specified in the Exercise PriceNotice, or (iv) if any other form action remains to be taken under the Certificate of consideration approved by the Administrator and permitted by applicable law Incorporation or (v) any combination Bylaws of the foregoingCorporation, as in effect at the time, to effect due issuance of Option Shares, then the Corporation shall take such action and the day for delivery of such Option Shares shall be extended for the period necessary to take such action. The Optionee shall not have any of the rights of a shareholder of the Corporation under the Option. (c) As used herein, the phrase “Fair Market Value” shall mean (i) if the Common Stock is listed or admitted for trading on a condition of delivery national securities exchange, an automated quotation system or the Over-the-Counter Bulletin Board, the last reported sale price per share of the Vested SharesCommon Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Common Stock on such date (or if such bid and ask prices are not available on such date, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Sharesmost recent preceding date), in each caseeither case as officially reported by such securities exchange, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value quotation system or Bulletin Board on the date as of which the amount Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of tax to be withheld a share of the Common Stock as determined by the Corporation’s board of directors in good faith, or (iii) if such exercise is determinedin connection with a merger or consolidation of the Corporation in which the Corporation is not the survivor or in which the Common Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Corporation (collectively, a “Sale”), the implied price per share of the Common Stock resulting from such Sale.

Procedure for Exercise. (a) The Option may be exercised At any time after all or any portion of ---------------------- the Options have become exercisable with respect to that any Option Shares (as defined in Section 3(a) hereof) and prior to the Expiration Date (except as provided for in Section 2(c) above), Employee may exercise all or a portion of the Options with respect to Option which is exercisable at any particular time Shares vested pursuant to paragraph 2(b)(ii) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the “Vested Shares”)Company regarding all financial and other information provided to Employee regarding the Company, (ii) an executed consent from time to time, Employee's spouse (if any) in whole or the form of Exhibit B --------- attached hereto and (iii) payment in part (but for the purchase of whole shares only), full by delivery of a written notice certified bank check, wire transfer of immediately available funds or a personal check in the amount (the “Exercise Notice”"Option Price") from the Optionee equal to the Company, which Exercise Notice shall: (i) state that product of the Optionee elects to exercise the Option; (ii) state Tranche I Option Price ------------ multiplied by the number of Vested Tranche I Option Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative acquired. As a condition to any exercise of the Optionee’s estateOptions, include appropriate proof Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Options and prior to the termination occurrence of a Termination Event (as defined in Section 3(g) hereof), Employee becomes legally married (whether in the Optionfirst instance or to a different spouse); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares , Employee shall cause Employee's spouse to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, execute and deliver a consent in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal Exhibit ------- B attached hereto. Employee's failure to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for deliver the Company to withhold a number of shares otherwise payable pursuant to an executed - consent in the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) Exhibit B at any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax time when Employee would otherwise be --------- required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Employee's continuing representation and warranty that Employee is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice substantially in the form attached as Exhibit A hereto (the “Exercise Notice”) from the Optionee Participant to the Company, which Exercise Notice shall: (i) state that the Optionee Participant elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee Participant desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no sooner that 5 business days from the Optiondelivery of such Exercise Notice and no later than 30 calendar days from the delivery of such Exercise Notice, as may be appropriately adjusted by the Committee in the event of a Change in Control); (v) include any representations of the Participant required under Section 8(b); (vi) if the Option is being exercised by any person other than the Participant, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option pursuant to Section 10; and (vvii) comply with include such further provisions consistent with the Plan as the Company Committee may reasonably from time to time require. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by by: (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in check; (ii) in the form of unrestricted Shares (by delivery of such Shares or by attestation) already owned by the Optionee which have a Participant of the same class as the Shares subject to the Option based on the Fair Market Value of the Shares on the date of surrender equal the Option is exercised (provided that such already owned Shares have been held by the Participant unencumbered for at least six months, or any shorter period sufficient to avoid a charge to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or Company’s earnings for financial reporting purposes); (iii) authorization unless otherwise determined by the Committee, through a broker assisted cashless exercise arrangement established by the Participant pursuant to which the Company receives payment of the Option Price for the Company to withhold a number of shares otherwise payable pursuant Optioned Shares from the broker prior to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or issuance thereof; and (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any a combination of the foregoingmethods set forth in the foregoing clauses (i), (ii) and (iii). (c) As The Company shall issue (or cause to be issued) a condition of delivery stock certificate in the name of the Vested SharesParticipant (or such other person exercising the Option in accordance with the provisions of Section 10) for the Optioned Shares as soon as reasonably practicable after receipt of the Exercise Notice and payment of the aggregate Option Price for such shares, the Company shall have the right subject to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedSection 8(b).

Procedure for Exercise. (a) The Option may be exercised with respect by the delivery by Optionee of written notice to that portion the Secretary of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state Company setting forth the number of Vested Shares shares of Stock with respect to which the Optionee Option is exercising the Option; (iii) in the event that the Option being exercised. The notice shall be exercised by accompanied by, at the representative election of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cash, cashier’s check check, bank draft or postal or express money order payable to the order of the CompanyCompany equal in value to the aggregate exercise price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form a net exercise election (i.e., an election to have all or a portion of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price exercise price and any applicable withholding requirements be paid by reducing the number of shares of Stock otherwise deliverable upon the exercise of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold by a number of shares otherwise payable pursuant to the exercise of an Option Stock having a Fair Market Value less than or equal to the amount of such aggregate Exercise Priceexercise price and withholding obligations to be satisfied by the net exercise election), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (viii) any combination of the foregoing. (c) As ; provided, however, Optionee shall only be permitted to make a condition of delivery net exercise election if the Compensation Committee of the Vested SharesBoard of Directors of the Company (the “Committee”) determines that such election will not violate applicable law, including, without limitation, the Company shall have Sxxxxxxx-Xxxxx Act of 2002, as amended. Shares of Stock tendered in payment of all or a portion of the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares exercise price shall be valued at their Fair Market Value on the date of exercise of the Option. Notice may also be delivered by telecopy provided that the exercise price is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. The Option shall be deemed to have been exercised immediately prior to the close of business on the date (A) written notice of such exercise and (B) payment in full of the exercise price for the number of shares for which the Option is being exercised are both received by the Company, and Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date, subject to Sections 11, 12 and 13 of this Agreement. An election to exercise shall be irrevocable. (b) As promptly as practicable following the exercise of the Option, the Company shall deliver to Optionee certificates for the number of shares with respect to which the amount Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of tax the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to paragraph (a) above. (c) The Option may be withheld is determinedexercised only by Optionee or Optionee’s guardian or legal representative.

Procedure for Exercise. (a) The Option may be exercised At any time after all or any portion of ---------------------- the Options have become exercisable with respect to that any Option Shares (as defined in Section 3(a) hereof) and prior to the Expiration Date (except as provided for in Section 2(c) above), Director may exercise all or a portion of the Options with respect to Option which is exercisable at any particular time Shares vested pursuant to paragraph 2(b)(ii) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Director has read and has been afforded an opportunity to ask questions of management of the “Vested Shares”)Company regarding all financial and other information provided to Director regarding the Company, (ii) an executed consent from time to time, Director's spouse (if any) in whole or the form of Exhibit B --------- attached hereto and (iii) payment in part (but for the purchase of whole shares only), full by delivery of a written notice certified bank check, wire transfer of immediately available funds or a personal check in the amount (the “Exercise Notice”"Option Price") from the Optionee equal to the Company, which Exercise Notice shall: (i) state that product of the Optionee elects to exercise the Option; (ii) state Tranche I Option Price ------------ multiplied by the number of Vested Tranche I Option Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative acquired. As a condition to any exercise of the Optionee’s estateOptions, include appropriate proof Director will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes necessary to enable Director to make an informed investment decision. If, at any time subsequent to the date Director exercises any portion of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Options and prior to the termination occurrence of a Termination Event (as defined in Section 3(g) hereof), Director becomes legally married (whether in the Optionfirst instance or to a different spouse); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares , Director shall cause Director's spouse to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, execute and deliver a consent in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal Exhibit ------- B attached hereto. Director's failure to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for deliver the Company to withhold a number of shares otherwise payable pursuant to an executed - consent in the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) Exhibit B at any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax time when Director would otherwise be --------- required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Director's continuing representation and warranty that Director is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. Subject to the forgoing paragraph (a) The 1), you may exercise the Option may be exercised with respect at any time and from time to that portion time during the term of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by by: delivery of written notification of exercise and payment in full: in cash or its equivalent; or by tendering shares of previously-acquired Company stock that have been held by you for at least six (6) months prior to the date of written notification of exercise and having a fair market value at the exercise date (defined as the average of the high and low prices of the Company's Common Stock quoted on the NASDAQ Stock Market on the date the written notice (of exercise is received by the “Exercise Notice”office of the Corporate Controller) from equal to all or part of the Optionee to the Company, which Exercise Notice shall: total Option price; or by combination of (i) state that the Optionee elects to exercise the Option; and (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as for all Option shares being purchased, plus the Company may reasonably require. (b) Payment amount of the Exercise Price for the Vested Shares any additional federal and state income tax and FICA/Medicare tax required to be purchased on withheld by reason of the exercise of the Option shall be made Option, unless you have properly elected to deliver previously-owned shares that have been held by you for at least six (i6) certified or bank cashier’s check payable months prior to the order date of written notification of exercise or have Option shares withheld to satisfy such taxes; and if requested within the specified time set forth in any such request, delivery to the Company of such written representations and undertakings as may, in the opinion of the Company's counsel, be necessary or desirable to comply with federal and state securities laws. Also subject to the foregoing paragraph (1), you may exercise the Option by delivery of written notification of exercise and payment in full of the exercise price and applicable taxes in connection with the Nonqualified Stock Option Gain Deferral Plan (the "Gain Deferral Plan") if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price discretion of the Shares as Committee you qualify to which such Option shall participate in the Gain Deferral Plan. Further information regarding procedures for exercising your options can be exercised, or (iii) authorization for found in the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested SharesPlan, the Company shall have Plan's "Summary Description" and the right document entitled "How to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedExercise Your Stock Options".

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 6, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to not more than 10 business days from the termination date of exercise and no later than the expiration of the OptionOption Term); and (vvi) comply with such further provisions as the Company may reasonably require. Unless otherwise provided by the Committee, the Exercise Notice shall be substantially in the form of Exhibit A hereto and shall be delivered to the Company’s Human Resources department in accordance with the notice provisions of Section 14 hereof. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined (ii) delivery of Ordinary Shares held by the Administrator Optionee for at least six months and one day immediately prior to the time date of consummation of the purchase of the Vested Shares, valued at their Fair Market Value as of the day immediately prior to the date of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for by a combination of any of the Company to withhold a number foregoing means of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, payment or (iv) any by such other method as the Committee may from time to time prescribe. Payment in the form of consideration approved Ordinary Shares shall be made by the Administrator delivery of stock certificates in negotiable form, free from all liens, claims and permitted by applicable law or (v) any combination of the foregoingencumbrances. (c) As The Company shall be entitled to require, as a condition of delivery of the Vested Shares, the Company shall have the right to require that the Optionee to remit to the Company an amount in cash an amount sufficient to satisfy any all federal, state and local withholding tax requirements related and employment taxes relating thereto, and the Company and each of its Subsidiaries shall have the right and are hereby authorized to withhold from delivery of the Vested Shares, or from any compensation or other amount owing to the Optionee, the amount (in cash or, in the discretion of the Committee, Vested Shares, other securities, other options or other property) of any applicable withholding taxes in respect of the exercise of the Option and to take such other action as may be necessary in the discretion of the Committee to satisfy all obligations for the payment of such taxes. The Company in its sole discretion may permit Notwithstanding the foregoing, subject to the approval of the Committee, the Optionee may elect to satisfy the foregoing requirement obligation to pay any withholding tax, in whole or in part, by electing to have having the Company withhold from delivery retain Vested Shares or accept upon delivery thereof Ordinary Shares held by delivering already owned unrestricted Shares, the Optionee for at least six months and one day sufficient in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which cover the amount of tax such withholding tax. (d) Delivery of Vested Shares may be delayed until the lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to be withheld is determinedtime establish for reasons of administrative convenience.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having Price, (iii) a Fair Market Value less than or equal combination of either of the methods set forth in clauses (i) and (ii) above, (iv) (A) by arrangements which are acceptable to the aggregate Exercise PriceCommittee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (ivB) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) in such other form of consideration approved by as shall be acceptable to the Administrator and permitted by applicable law or (v) any combination Committee. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option that is relinquished shall be the Fair Market Value at the time of exercise of the number of Optioned Shares subject to the portion of the Option that is relinquished less the aggregate Option Price specified in the Option with respect to such Optioned Shares. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (vi) if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having Price, (iii) a Fair Market Value less than or equal combination of either of the methods set forth in clauses (i) and (ii) above, (iv)(A) by arrangements which are acceptable to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator Committee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Committee. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option that is relinquished shall be the Fair Market Value at the time of exercise of the number of Optioned Shares subject to the portion of the Option that is relinquished less the aggregate exercise prices specified in the Option with respect to such Optioned Shares. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 10 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 6, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Option Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator delivery of shares of Common Stock held for as least six months, valued at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a their Fair Market Value on as of the trading day immediately prior to the date of surrender equal to the aggregate Exercise Price exercise or by a combination of any of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number foregoing means of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingpayment. (c) As a condition to the exercise of the Option and prior to the issuance of any Vested Shares, the Optionee (or the representative of his estate) shall be required to execute a Non-Officer Stockholders Agreement (the “Non-Officer Stockholders Agreement”) among the Company, EPL Intermediate, Inc., the Optionee (or representative) and the other stockholders of the Company, substantially in the form attached hereto as Annex II. (d) The Company shall be entitled to require, as a condition of delivery of the Vested Shares, the Company shall have the right to require that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related withholding, and employment taxes relating thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which Exercise Notice shall: (i) state that the Optionee elects wishes to exercise the Option; (ii) state , and shall: specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative ; include any representations of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) Optionee required under Section 10 hereof; and state the date upon which the Optionee desires to consummate the purchase of such Vested Shares shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option (plus any applicable federal, state or local withholding taxes) shall be made by (i) certified or bank cashier’s in cash, by check payable to the order of the Company (ii) by transferring previously owned Shares to the Company so long as such transfer does not result in any adverse accounting consequences to the Company, (iii) by having Shares withheld or if determined by (iv) pursuant to a “cashless exercise” procedure (provided that, with respect to the Administrator at payment of any applicable federal, state or local withholding taxes under subsections 6(b)(ii), (iii), or (iv), the time of exerciseCommittee, in its sole discretion, in (ii) the has expressly approved such form of payment in advance). Any Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit transferred to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit as payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares Exercise Price shall be valued at their Fair Market Value on the date as of which exercise of the amount Option. (c) As a condition to the exercise of tax the Option and prior to the issuance of any Shares, the Optionee (or the representative of his estate) shall be required to execute the Stockholders’ Agreement, unless the Board otherwise waives such requirement. In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Section 5 of the Stockholders’ Agreement following the date the Optionee ceases to be withheld is determinedan Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of the Option shall be Call Option Securities under Section 5 of the Stockholders’ Agreement.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration approved (A) by arrangements which are acceptable to the Administrator Committee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Committee. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option . (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto3. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares that is relinquished shall be valued at their the Fair Market Value on at the date as time of which exercise of the amount number of tax Optioned Shares subject to be withheld the portion of the Option that is determinedrelinquished less the aggregate Option Price specified in the Option with respect to such Optioned Shares.

Procedure for Exercise. Subject to the foregoing paragraph (1), you may exercise the Option at any time and from time to time during the term of the Option by: (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shallnotification of exercise and payment in full: (i) state that in cash or its equivalent (including a broker-assisted cashless exercise as described in the Optionee elects to exercise the Option;Plan); or (ii) state by tendering Previously-Acquired Shares of Company Stock having a fair market value at the number exercise date (defined as the average of Vested Shares with respect the high and low prices of the Company's Common Stock as reported by the consolidated tape of the Nasdaq National Market System [on the date the written notice of exercise is received by the office of the Corporate Controller]) equal to which all or part of the Optionee is exercising the Option;total Option price (including for this purpose shares deemed tendered by affirmation of ownership); or (iii) in by combination of (i) and (ii); for all Option shares being purchased, plus the event that the Option shall amount of any additional federal and state income tax and FICA/Medicare tax required to be exercised withheld by the representative reason of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option), unless you have properly elected, with the Committee's consent in accordance with Section 16 of the Plan, to deliver Previously-Acquired Shares or have Option shares withheld to satisfy such taxes; and (vb) comply with if requested within the specified time set forth in any such further provisions as request, delivery to the Company may reasonably require. (b) Payment of such written representations and undertakings as may, in the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order opinion of the Company's counsel, be necessary or if determined desirable to comply with federal and state securities laws. Also subject to the foregoing paragraph (1), you may exercise the Option by delivery of written notification of exercise and payment in full of the Administrator at the time of exercise, exercise price in its sole discretion, in accordance with (ii) above and applicable taxes in connection with the form Nonqualified Stock Option Gain Deferral Plan (the "Gain Deferral Plan") if at the sole discretion of Shares already owned by the Optionee which Committee you qualify to participate in the Gain Deferral Plan and you have a Fair Market Value on deferral election in effect. Further information regarding procedures for exercising your Options, including the date definition of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Previously-Acquired Shares, can be found in the Company shall have Plan, the right Plan's "Summary Description" and the document entitled "How to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federalExercise Your Stock Options". If you are a first time grant recipient, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedthese documents accompany this Letter Agreement.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise Notice”) from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); and; (v) comply include any representations of the Optionee required under Section 8(b); (vi) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably require.Option; and (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of such methods of payment. Notwithstanding any provisions herein to the foregoing.contrary, if the Fair Market Value of one share of Common Stock of the Corporation is greater than the Option Price (at the date of calculation as set forth below), in lieu of paying the Option Price in cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Optioned Shares by delivering notice of such election to the Corporation in which event the Corporation shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y(A-B) Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of Optioned Shares A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Option Price (as adjusted to the date of such calculation) (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)Units, from time to time, in whole or in part (but for the purchase of whole shares Units only), by delivery of a written notice (the “"Exercise Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares Units with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative include any representations of the Optionee’s estate, Optionee required under Section 8; (iv) include appropriate proof of the right of such Person to exercise the OptionOption in the event that the Option shall be exercised by any Person other than the Optionee pursuant to Section 10(b) of the Plan; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares Units (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions consistent with the Plan as the Company Committee may reasonably require. (b) Payment of the Exercise Option Price for the Vested Shares Units to be purchased on the exercise of the Option shall be made by tendered with the Exercise Notice, at the election of the Optionee (i) in cash or personal or certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, Company in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender an amount equal to the aggregate Exercise Option Price of the Shares as Units with respect to which such the Option shall be exercised, is being exercised or (iiiii) authorization for upon the Company surrender of Units or option to withhold a number of shares otherwise payable pursuant buy Units, in each case with such Units or Options to buy Units, as the exercise of an Option having a case may be, valued at the Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved per Unit thereof as determined by the Administrator Committee administering the Plan and permitted by applicable law or (v) any combination as otherwise provided in Section 8 of the foregoingPlan. (c) As The Company shall be entitled to require as a condition of delivery of the Vested Shares, the Company shall have the right to require Units that the Optionee remit or, in appropriate cases, agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state state, provincial, and local income tax withholding tax requirements related and the employee's portion of any employment taxes relating thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)Shares that are exercisable, from time to time, in whole or in part part, through the Company’s employee benefits portal maintained through Fidelity Stock Plan Services (but for or through such alternate method of exercise as may be set forth by the purchase Company in a written notice to the Optionee from time to time). In the absence of whole shares only)any such designated method, the Option may be exercised with respect to the Option Shares that are exercisable by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option (or by such alternate method of exercise set forth by the Company in a written notice to the Optionee), which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee as may be required under Section 10 hereof, (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 11, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the upon exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order Company reducing the number of Shares otherwise deliverable upon the exercise of the Company, or if determined Option by the Administrator at the time of exercise, in its sole discretion, in (ii) the form number of Shares already owned by the Optionee which have having a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price. Alternatively, upon prior approval by the Company (or the Board, if required), payment of the Exercise Price of for the Shares as to which such Option shall be exercised, purchased may be made: (i) in cash or (iii) authorization for the Company to withhold by a number of shares otherwise payable pursuant cash equivalent acceptable to the exercise of an Option Board, or, to the extent permitted by the Board in its sole discretion; (ii) by delivering other previously acquired Shares having a Fair Market Value less than or equal to the aggregate Exercise Price; (iii) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the Exercise Price; (iv) by a combination of the methods described above; or (v) by such other method as may be approved by the Board. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such methods described above for the payment of the Exercise Price or (iv) any other form of consideration as may be approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingBoard. (c) As a condition of delivery Subject to the immediately following sentence, after payment of the Vested Exercise Price for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares, if any. Notwithstanding anything herein or in the Stockholders’ Agreement to the contrary, the Optionee’s obligations under Section 5.6 of the Stockholders’ Agreement (Non-Competition; Non-Solicitation) shall apply only during the Service Term and until the twelve (12) month anniversary of the date the Optionee ceases to be employed by the Company and its affiliates; provided that the provisions of Section 5.6 of the Stockholders’ Agreement shall only apply to the Optionee to the extent the Optionee is not subject to a separate non-compete or non-solicit agreement with the Company or its affiliates. (d) Notwithstanding any provision within the Agreement to the contrary, if the Optionee is resident or employed outside of the United States (“U.S.”), the Board may require that the Optionee exercise the Option in a method other than as specified above, may require the Optionee to exercise the Option only by means of a broker-assisted cashless exercise (either a cashless “sell-all” exercise and/or a cashless “sell-to-cover” exercise) as it shall determine in its sole discretion, or may require the Optionee to sell any Shares acquired under the Plan immediately or within a specified period following the Optionee’s termination of Service (in which case, the Company shall have the right authority to require the Optionee issue sales instructions in relation to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery such Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax Optionee’s behalf pursuant to be withheld is determinedthis authorization without further consent).

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option (plus any applicable federal, state or local withholding taxes) shall be made by (i) certified or bank cashier’s in cash, by check payable to the order of the CompanyCompany or, or if determined by the Administrator at the time discretion of exercisethe Board and upon such terms and conditions as the Board shall approve, in its sole discretion, in (ii) the form of by transferring previously owned Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercisedCompany, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option by having a Fair Market Value less than or equal to the aggregate Exercise Price, Shares withheld or (iv) any other following an IPO, pursuant to a “cashless exercise” procedure (provided that the Committee has expressly approved such form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit exercise in advance). Any Shares transferred to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit as payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares Exercise Price shall be valued at their Fair Market Value on the date as of which exercise of the amount Option. (c) Subject to the immediately following sentence, after payment of tax the Exercise Price for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Option and prior to the issuance of any Shares, the Optionee (or the representative of his estate) shall be required to execute the Stockholders’ Agreement. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be withheld is determinedan Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of the Option shall be subject to a Call Option under Article IV of the Stockholders’ Agreement. (e) The Company shall be entitled to require as a condition of delivery of the Shares that the Optionee agree to remit when due an amount in cash sufficient to satisfy all current or estimated future federal, state and local withholding and employment taxes relating thereto or otherwise satisfy such taxes in a manner specified in Section 5(b).

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from ---------------------- time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with such further provisions as if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Company may reasonably requireof the right of such person to exercise the Option. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value fair market value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration if approved by the Administrator and permitted Company, by applicable law delivering to the Company a properly executed exercise notice, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds necessary to pay the purchase price, and, if requested by the Company, reduced by the amount of any federal, state or local withholding taxes, or (v) any combination of in such other consideration as shall be acceptable to the foregoingCompany. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 8 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 6, include appropriate proof of the right of such Person person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Option Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) cash, certified or bank cashier’s check payable to the order of the CompanyCompany or other immediately available funds, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) withholding from the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a total number of shares otherwise payable pursuant Vested Shares to be purchased upon the exercise of an such Option that number of Vested Shares having a Fair Market Value less than or which shall equal the Option Price for the total number of the Vested Shares to the aggregate Exercise Price, be purchased or (iviii) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingforegoing means of payment. (c) As a condition to the exercise of the Option and prior to the issuance of any Vested Shares, the Optionee (or the representative of his estate) shall be required to execute (unless the Optionee is already a party thereto) an agreement to be bound by the Company’s stockholders agreement with respect to the Option Shares, in the form attached hereto as Annex I (the “Stockholders Agreement”). (d) The Company shall be entitled to require, as a condition of delivery of the Vested Shares, the Company shall have the right to require that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related withholding, and employment taxes relating thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to timeexercised, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice or other form of notice approved by the Committee (the “Exercise Notice”) from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee is exercising the Optionoption (the “Optioned Shares”); (iii) state the method of payment for the Optioned Shares pursuant to Section 7(b) hereof; (iv) in the event that the Option shall be exercised by any person other than the representative of the Optionee’s estateOptionee pursuant to Section 11 hereof, include appropriate proof of the right of such Person person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of the OptionOption and within 30 days after the date of delivery of the Notice); (vi) include any representation of the Optionee required pursuant to Section 10(b) hereof; and (vvii) comply with such further provisions consistent with the Plan as the Company Committee may reasonably from time to time require. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to shall be purchased made (i) in cash or by cash equivalent, (ii) in Common Stock that has been held by the Optionee for at least six months (or such other period as the Committee may deem appropriate for purposes of applicable accounting rules), valued at the Fair Market Value of such shares determined on the date of exercise, (iii) at the discretion of the Committee, by a broker-assisted “cashless exercise,” or (iv) by a combination of the methods described above. (c) The Company shall be entitled to require as a condition of delivery of the Optioned Shares that the Optionee remit or, in appropriate cases, agree to remit when due, an amount in cash sufficient to satisfy all current or estimated future Federal, state and local withholding tax and employment tax requirements relating thereto. (d) No single exercise of the Option shall be made by (i) certified or bank cashier’s check payable to for fewer than 100 shares unless the order number of Optioned Shares purchased is the Company, or if determined by the Administrator total number at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization available for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingpurchase under this Option. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise "Notice”") from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); and; (v) comply include any representations of the Optionee required under Section 8(b); (vi) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably require.Option; and (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingsuch methods of payment. (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that At any time after all or any portion of the Option which is granted hereunder have become exercisable at with respect to any particular time Option Shares and prior to the close of business on the seventh anniversary of the date of this Agreement (the “Vested Shares”except as provided for in Section 2(c) above), from time Employee may exercise all or any portion of the Option granted hereunder with respect to timeOption Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, (ii) payment in whole or in part (but for the purchase of whole shares only), full by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Companycashier’s, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number personal or certified check or wire transfer of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit immediately available funds to the Company in cash an the amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount number of tax Option Shares to be acquired multiplied by the applicable option exercise price and (iii) an executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Option granted hereunder and prior to the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Employee’s continuing representation and warranty that Employee is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with such further provisions as if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Company may reasonably requireof the right of such person to exercise the Option. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration approved (A) by arrangements which are acceptable to the Administrator Company and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Company for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Company. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option that is relinquished shall be the Fair Market Value at the time of exercise of the number of Optioned Shares subject to the portion of the Option that is relinquished less the aggregate Option Price specified in the Option with respect to such Optioned Shares. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase number of whole shares only), by delivery of Option Shares specified in a written notice delivered to the Corporation at least five days prior to the date on which purchase is requested (the such notice, an “Exercise Notice”) ), accompanied by full payment in cash of the aggregate Exercise Price in respect of such Option Shares. If specified in the Exercise Notice, payment of such Exercise Price may also be made by means of the Corporation retaining from the Optionee Option Shares to the Company, which Exercise Notice shall: (i) state that the Optionee elects to be delivered upon exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time portion thereof, that number of exercise, in its sole discretion, in (ii) the form of Option Shares already owned by the Optionee which have a having an aggregate Fair Market Value (as defined below) on the date of surrender that the Exercise Notice is delivered to the Corporation (the date that the Exercise Notice is delivered to the Corporation being referred to as the “Valuation Date”; provided, however, that if such date is not a day on which securities markets are open for trading, then the Valuation Date shall be the first succeeding date that such markets are open) equal to the aggregate Exercise Price of the total number of Option Shares as with respect to which such the Optionee shall then be exercising the Option. If upon exercise of all or a portion of the Option there shall be exercisedpayable by the Corporation or a subsidiary any amount for withholding taxes, or then, at the Corporation’s election and as a condition to such exercise, either (iiii) authorization for the Company Corporation shall reduce the number of Option Shares to withhold be issued to the Optionee by a number of shares otherwise payable pursuant to the exercise Option Shares of Common Stock having an Option having a aggregate Fair Market Value less than or on the Valuation Date equal to the aggregate amount of such withholding tax or (ii) the Optionee shall pay such amount to the Corporation or its subsidiary, as applicable. (b) If any applicable law requires the Corporation to take any action with respect to the Option Shares specified in the Exercise PriceNotice, or (iv) if any other form action remains to be taken under the Certificate of consideration approved by the Administrator and permitted by applicable law Incorporation or (v) any combination Bylaws of the foregoingCorporation, as in effect at the time, to effect due issuance of Option Shares, then the Corporation shall take such action and the day for delivery of such Option Shares shall be extended for the period necessary to take such action. The Optionee shall not have any of the rights of a shareholder of the Corporation under the Option. (c) As used herein, the phrase “Fair Market Value” shall mean (i) if the Common Stock is listed or admitted for trading on a condition of delivery national securities exchange, an automated quotation system or the Over-the-Counter Bulletin Board, the last reported sale price per share of the Vested SharesCommon Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Common Stock on such date (or if such bid and ask prices are not available on such date, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Sharesmost recent preceding date), in each caseeither case as officially reported by such securities exchange, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value quotation system or Bulletin Board on the date as of which the amount Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of tax to be withheld a share of the Common Stock as determined by the Corporation’s board of directors in good faith, or (iii) if such exercise is determinedin connection with a merger or consolidation of the Corporation in which the Corporation is not the survivor or in which the Common Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Corporation (collectively, a “Sale”), the implied price per share of the Common Stock resulting from such Sale.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration approved (A) by arrangements which are acceptable to the Administrator Committee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Committee. For the purpose of the foregoingpreceding clause (iv)(A), the fair market value of the portion of the Option that is relinquished shall be the Fair Market Value at the time of exercise of the number of Optioned Shares subject to the portion of the Option that is relinquished less the aggregate Option price specified in the Option with respect to such Optioned Shares. (c) As The Company shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 10 hereof) for the Optionee to remit to Optioned Shares as soon as practicable after receipt of the Company in cash an amount sufficient to satisfy any federal, state Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof, (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the upon exercise of the Option shall be made by made: (i) certified in cash or bank cashier’s check payable by cash equivalent acceptable to the order of Committee, or, to the Company, or if determined extent permitted by the Administrator Committee in its sole discretion (ii) (A) in shares of Common Stock valued at the time Fair Market Value of such shares on the date of exercise, in its sole discretion(B) through an open-market, in broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iiC) by reducing the form number of Shares already owned shares of Common Stock otherwise deliverable upon the exercise of the Option by the Optionee which have number of shares of Common Stock having a Fair Market Value on the date of surrender exercise equal to the aggregate exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the Committee. (c) Subject to the immediately following sentence, after payment of the Exercise Price for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Shares as Option and prior to which such Option the issuance of any Shares, the Optionee (or the representative of his estate) shall be exercisedrequired to execute the Stockholders’ Agreement. Notwithstanding anything herein or in the Stockholders’ Agreement to the contrary, or the Optionee’s obligations under Section 5.6 of the Stockholders’ Agreement (iiiNon-Competition; Non-Solicitation) authorization for shall apply only during the Service Term and until the twelve (12) month anniversary of the date the Optionee ceases to be employed by the Company and its affiliates; provided that the provisions of Section 5.6 of the Stockholders’ Agreement shall only apply to withhold the Optionee to the extent the Optionee is not subject to a number separate non-compete or non-solicit agreement with the Company or its affiliates. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of shares otherwise payable his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be an Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of an the Option having shall be subject to a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination Call Option under Article IV of the foregoingStockholders’ Agreement. (ce) As The Company shall be entitled to require as a condition of delivery of the Vested Shares, the Company shall have the right to require Shares that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related thereto. The Company and employment taxes relating thereto or otherwise satisfy such taxes in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, a manner specified in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedSection 5(b).

Procedure for Exercise. (a) The Option may be exercised with respect ----------- ---------------------- to shares of the Company's Common Stock covered by the Option in the amount specified ("Option Shares") at any time from the date that any portion of the Option which is described in 3.1(a) becomes exercisable at any particular time until the Option expires pursuant to Section 3.3 by: (the “Vested Shares”), from time to time, i) delivery of written notification of exercise and payment in whole full either in cash or in part (but for the purchase Common Stock of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) or a combination thereof, delivered to the Secretary of the Company, or his designee, for all Option Shares being purchased plus the amount of any federal and state that income taxes required to be withheld by reason of the Optionee elects to exercise of the Option; ; and (ii) if requested, within the specified time set forth in any such request, delivery to the Company of such written representations and undertakings as may, in the opinion of the Company's legal counsel, be necessary or desirable to comply with federal and state the number of Vested Shares with respect to which the Optionee is exercising the Option; tax and securities laws and (iii) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. In the event that the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the representative of the Optionee’s estateEmployee, include appropriate proof of the right of such Person person or persons to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall also be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exerciseprovided. The Committee may, in its sole absolute discretion, in (ii) take whatever additional action it deems appropriate to insure the form observance and performance of Shares already owned by such representations, undertakings and agreements and to effect compliance with the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) Securities Act and any other form of consideration approved by federal or state securities laws or regulations. Without limiting the Administrator and permitted by applicable law or (v) any combination generality of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right Committee may require an opinion of counsel acceptable to require the Optionee to remit it to the Company in cash effect that any subsequent transfer of shares acquired on an amount sufficient to satisfy any federalOption exercise does not violate the Securities Act, state and local withholding tax requirements related theretomay issue stop-transfer orders covering such shares. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted SharesShare certificates evidencing stock issued on exercise of this Option may, in each casethe Company's discretion, having a value equal bear an appropriate legend referring to the minimum amount provisions of tax required to be withheld. Such shares shall be valued at their Fair Market Value on this subsection and the date as of which the amount of tax to be withheld is determinedrepresentations, undertakings and agreements referenced herein.

Procedure for Exercise. (aA) The Option herein granted may be exercised with respect by the delivery by Optionee of written notice to that portion the Secretary of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state Company setting forth the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising the Option; (iii) in the event that the Option being exercised. The notice shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by accompanied (i) certified or bank at the election of Optionee, by cash, cashier’s check check, bank draft, or postal or express money order payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) as allowed by the form Committee, certificates representing “mature shares” of Shares already Common Stock theretofore owned by the Optionee duly endorsed for transfer to the Company, (iii) a combination of (i) and (ii); or (iv) upon conditions established by the Committee, by surrender of the Option without payment of any other consideration, commission or remuneration (“Cashless Net Exercise”). (B) In the event the Option is exercised by Cashless Net Exercise, the number of shares of Common Stock that will be received upon such exercise shall equal (x) the number of shares of Common Stock as to which have the Option is being exercised, multiplied by (y) a Fair Market Value fraction, the numerator of which is the fair market value per share of Common Stock (on the date of surrender exercise) less the Exercise Price, and the denominator of which is such fair market value per share of Common Stock, rounded down to the nearest whole number of shares, and the Company shall pay Optionee cash in an amount equal to the aggregate Exercise Price fair market value of any fractional shares. (C) Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is delivered to the Company via wire transfer on the same day the fax is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with the Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the Shares exercise price for the number of shares for which the Options are being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be exercised, or (iii) authorization deemed effected for the Company to withhold all purposes when a number stock transfer agent of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have deposited such certificates in the right United States mail, addressed to require Optionee at the Optionee address specified pursuant to remit to this Section 6(d).” (b) Section 18 of the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company Agreement is amended in its sole discretion may permit the Optionee entirety to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date read as of which the amount of tax to be withheld is determined.follows:

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the “Exercise Notice”) from the Optionee to the CompanySecretary of the Corporation, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option“Optioned Shares”); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b); (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); and; (v) comply include any representations of the Optionee required under Section 8(b); (vi) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably require.Option; and (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by either (i) certified by delivery of cash or bank cashier’s a check payable to the order of the CompanyCorporation in an amount equal to the Option Price, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned if approved by the Optionee which have Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of surrender exercise equal in amount to the aggregate Exercise Option Price of the Shares as to which such Option shall be options being exercised, or (iii) authorization for by any other means which the Company to withhold a number Board of shares otherwise payable pursuant to Directors determines are consistent with the exercise purpose of an Option having a Fair Market Value less than or equal to the aggregate Exercise PricePlan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of such methods of payment. Notwithstanding any provisions herein to the foregoing.contrary, if the Fair Market Value of one share of Common Stock of the Corporation is greater than the Option Price (at the date of calculation as set forth below), in lieu of paying the Option Price in cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Optioned Shares by delivering notice of such election to the Corporation in which event the Corporation shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of Optioned Shares A = the Fair Market Value of one share of Common Stock (at the date of such calculation) B = Option Price (as adjusted to the date of such calculation) (c) As The Corporation shall issue a condition of delivery stock certificate in the name of the Vested Shares, Optionee (or such other person exercising the Company shall have Option in accordance with the right to require provisions of Section 9 of the Optionee to remit to Plan) for the Company in cash an amount sufficient to satisfy any federal, state Optioned Shares as soon as practicable after receipt of the Notice and local withholding tax requirements related thereto. The Company in its sole discretion may permit payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Option Price for such shares.

Procedure for Exercise. (a) The Subject to the requirements of Section 10, each Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of a whole number of shares that have vested and are exercisable only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Corporate Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than thirty (30) days after the Optiondate of receipt of such Notice); (iv) include any representations of Optionee required under Section 10(c) below; (v) provide for the satisfaction of withholding tax or other withholding liabilities, if any, as contemplated by Section 10(e) below; and (vvi) comply with such further provisions as if the Option shall be exercised pursuant to Section 11 below by any Person other than Optionee, include evidence to the satisfaction of the Board of Directors of the Company may reasonably requireof the right of such person to exercise the Option. (b) Payment of the Exercise Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made in U.S. dollars by (i) certified personal or company check, bank cashier’s check draft or money order payable to the order of the CompanyCompany or by wire transfer, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) payment of such other consideration as the form Board of Shares already owned Directors of the Company may from time to time deem acceptable, including, without limitation, (A) execution and delivery of a promissory note payable by Optionee in the original principal amount of the Exercise Price for such Optioned Shares, or (B) delivery of shares of Common Stock of the Company held by Optionee which have at least six (6) months with a Fair Market Value on the date of surrender fair market value equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingOptioned Shares. (c) As The Company shall issue a condition stock certificate in the name of delivery Optionee (or such other person exercising the Option in accordance with the provisions of Section 11) for the Optioned Shares as soon as practicable after receipt of the Vested Shares, Notice and payment of the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedaggregate Exercise Price for such shares.

Procedure for Exercise. (a) The Option SARs may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee Grantee to the Company, which Exercise Notice shall: (i) state that the Optionee Grantee elects to exercise the OptionSARs; (ii) state the number of Vested Shares with respect to which the Optionee Grantee is exercising the OptionSARs; (iii) include any representations of the Grantee required under Section 9 hereof; (iv) in the event that the Option SARs shall be exercised by the representative of the OptioneeGrantee’s estateestate pursuant to Section 6 or by an entity to which the SARs have been transferred or assigned in accordance with Section 10(b), include appropriate proof of the right of such Person to exercise the OptionSARs; (ivv) state the date upon which the Optionee Grantee desires to consummate the purchase exercise of such Vested Shares SARs (which date must be prior to not more than 10 business days from the termination date of exercise and no later than the expiration of the OptionSAR Term); and (vvi) comply with such further provisions as the Company may reasonably require. Unless otherwise provided by the Committee, the Exercise Notice shall be substantially in the form of Exhibit A hereto and shall be delivered to the Company’s Human Resources department in accordance with the notice provisions of Section 14 hereof. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option The Company shall be made by (i) certified or bank cashier’s check payable entitled to the order of the Companyrequire, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Ordinary Shares, that the Grantee remit an amount in cash sufficient to satisfy all applicable withholding taxes relating thereto, and the Company and each of its Subsidiaries shall have the right and are hereby authorized to require withhold from delivery of the Optionee to remit Ordinary Shares, or from any compensation or other amount owing to the Company Grantee, the amount (in cash an amount sufficient or, in the discretion of the Committee, Ordinary Shares, other securities, other stock appreciation rights or other property) of any applicable withholding taxes in respect of the exercise of the SARs and to take such other action as may be necessary in the discretion of the Committee to satisfy any federalall obligations for the payment of such taxes. Notwithstanding the foregoing, state and local withholding tax requirements related thereto. The Company in its sole discretion subject to the approval of the Committee, the Grantee may permit the Optionee elect to satisfy the foregoing requirement obligation to pay any withholding tax, in whole or in part, by electing to have having the Company withhold from retain Ordinary Shares that would otherwise be delivered upon the exercise of SARs or accept upon delivery thereof other Ordinary Shares or held by delivering already owned unrestricted Shares, the Grantee for at least six months and one day sufficient in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which cover the amount of tax such withholding tax. (c) Delivery of Ordinary Shares may be delayed until the lapse of such reasonable period of time following the exercise of the SARs as the Committee may from time to be withheld is determinedtime establish for reasons of administrative convenience.

Procedure for Exercise. a. You may exercise all or any portion of your option, to the extent it has become exercisable and is outstanding, at any time and from time to time prior to its expiration, by delivering written notice to the Company and your written acknowledgment that you have read, and have been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to you regarding the Company, together with payment of the option price. As a condition to any exercise of your option, you will permit the Company to deliver to you all financial and other information regarding the Company it believes necessary to enable you to make an informed investment decision. b. Unless otherwise determined by the Committee, payment shall be made (ai) The Option may be exercised in cash (including check, bank draft or money order), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value (as defined below) on the date of exercise equal to the aggregate exercise price payable with respect to that portion the option's exercise, (iii) by simultaneous sale through a broker reasonably acceptable to the Committee of shares acquired on exercise, as permitted under Regulation T of the Option which is exercisable Federal Reserve Board, (iv) by any combination of the foregoing or (v) such other form of payment as the Committee may permit in its discretion. c. In the event you elect to pay the exercise price payable with respect to your option pursuant to clause (ii) of Section 5(b) above, (A) only a whole number of share(s) of Common Stock (and not fractional shares of Common Stock) may be tendered in payment, (B) you must present evidence acceptable to the Company that you have owned any such shares of Common Stock tendered in payment of the exercise price (and that such tendered shares of Common Stock have not been subject to any substantial risk of forfeiture) for at any particular time least six months prior to the date of exercise, and (C) Common Stock must be delivered to the “Vested Shares”)Company. Delivery for this purpose may, from time to timeat your election, in whole or in part be made either by (but for the purchase of whole shares only), by A) physical delivery of the certificate(s) for all such shares of Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a written notice (the “Exercise Notice”) from the Optionee form acceptable to the Company, which Exercise Notice shall: or (iB) state that direction to your broker to transfer, by book entry, such shares of Common Stock from your brokerage account to a brokerage account specified by the Optionee elects to Company. When payment of the exercise price is made by delivery of Common Stock, the Option; (ii) state difference, if any, between the number of Vested Shares aggregate exercise price payable with respect to which your option being exercised and the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option share(s) of Common Stock tendered in payment (plus any applicable taxes) shall be exercised, or (iii) authorization for the Company to withhold a number paid in cash. You may not tender shares of shares otherwise payable pursuant to the exercise of an Option Common Stock having a Fair Market Value less than or equal exceeding the aggregate exercise price payable with respect to the aggregate Exercise Price, or option being exercised (iv) plus any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingtaxes). (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to timeexercised, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice or other form of notice approved by the Committee (the “Exercise Notice”) from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares with respect to which the Optionee is exercising the Optionoption (the “Optioned Shares”); (iii) state the method of payment for the Optioned Shares pursuant to Section 7(b) hereof; (iv) in the event that the Option shall be exercised by any person other than the representative of the Optionee’s estateOptionee pursuant to Section 12 hereof, include appropriate proof of the right of such Person person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of the OptionOption and within 30 days after the date of delivery of the Notice); (vi) include any representation of the Optionee required pursuant to Section 11(b) hereof; and (vvii) comply with such further provisions consistent with the Plan as the Company Committee may reasonably from time to time require. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to shall be purchased made (i) in cash or by cash equivalent, (ii) in Common Stock that has been held by the Optionee for at least six months (or such other period as the Committee may deem appropriate for purposes of applicable accounting rules), valued at the Fair Market Value of such shares determined on the date of exercise, (iii) at the discretion of the Committee, by a broker-assisted “cashless exercise,” or (iv) by a combination of the methods described above. (c) The Company shall be entitled to require as a condition of delivery of the Optioned Shares that the Optionee remit or, in appropriate cases, agree to remit when due, an amount in cash sufficient to satisfy all current or estimated future Federal, state and local withholding tax and employment tax requirements relating thereto. (d) No single exercise of the Option shall be made by (i) certified or bank cashier’s check payable to for fewer than 100 shares unless the order number of Optioned Shares purchased is the Company, or if determined by the Administrator total number at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization available for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingpurchase under this Option. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option herein granted may be exercised with respect by the delivery by Optionee of written notice to that portion the Secretary of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state Company setting forth the number of Vested Shares shares of Stock with respect to which the Optionee Option is exercising the Option; (iii) in the event that the Option being exercised. The notice shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made accompanied by (i) certified or bank cash, cashier’s check check, bank draft, or postal or express money order payable to the order of the Company, or if determined by the Administrator at the time of exercisewire transfer, in its sole discretion, in (ii) if permitted by the form Committee, shares of Shares already Stock theretofore owned by the Optionee which have a Fair Market Value on the date of surrender equal duly endorsed for transfer to the aggregate Exercise Price Company, (iii) if permitted by the Committee, the Company’s withholding of shares of Stock that would otherwise be issued on exercise of the Shares Option, (iv) if the Stock is registered under the Securities Exchange Act of 1934, as amended, and to which the extent permitted by law, instructions to a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board, (v) such Option shall be exercisedother consideration as the Committee may permit, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (vvi) any combination of the foregoing. preceding, equal in value to the aggregate exercise price. Notice may be delivered by facsimile. The notice shall specify the address to which the certificates for such shares are to be mailed. The Option shall be deemed to have been exercised immediately prior to the close of business on the date (ci) As a condition written notice of delivery such exercise and (ii) payment in full of the Vested Sharesexercise price for the number of shares for which the Option is being exercised are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall have deliver to Optionee certificates for the right number of shares with respect to require the which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee to remit to directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in cash an amount sufficient the United States mail, addressed to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit Optionee at the Optionee address specified pursuant to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedthis Section 4.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 8 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 6, include appropriate proof of the right of such Person person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Option Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) cash, certified or bank cashier’s check payable to the order of the CompanyCompany or other immediately available funds, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) withholding from the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a total number of shares otherwise payable pursuant Vested Shares to be purchased upon the exercise of an such Option that number of Vested Shares having a Fair Market Value less than or which shall equal the Option Price for the total number of the Vested Shares to the aggregate Exercise Price, be purchased or (iviii) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoingforegoing means of payment. (c) As a condition to the exercise of the Option and prior to the issuance of any Vested Shares, the Optionee (or the representative of his estate) shall be required to execute (unless the Optionee is already a party thereto) an agreement to be bound by the Company’s stockholders agreement with respect to the Option Shares, in the form attached hereto as Annex I (the “Stockholders Agreement”). (d) The Company shall be entitled to require, as a condition of delivery of the Vested Shares, the Company shall have the right to require that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related and employment taxes relating thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”)exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise "Notice”") from the Optionee to the Secretary of the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exercised (the Option"Optioned Shares"); (iii) in state the event that method of payment for the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person Optioned Shares pursuant to exercise the OptionSection 5(b) hereof; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the Optiondelivery of such Notice); (v) include any representations of the Optionee required under Section 8(b) hereof; and (vvi) comply with if the Option shall be exercised pursuant to Section 10 hereof by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such further provisions as person to exercise the Company may reasonably requireOption. (b) Payment of the Exercise Option Price for the Vested Optioned Shares to be purchased on the exercise of the Option shall be made by (i) in cash or by personal or certified or bank cashier’s check payable to the order of the Companycheck, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form by delivery of Shares already stock certificates (in negotiable form) representing shares of Common Stock that have been owned of record by the Optionee which for at least six months prior to the date of exercise and that have a Fair Market Value on the date of surrender exercise equal to the aggregate Exercise Price product of (A) the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable Optioned Shares which are being purchased pursuant to the exercise of an such Option, multiplied by (B) the applicable Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iii) a combination of either of the methods set forth in clauses (i) and (ii) above, (iv) any other form of consideration approved (A) by arrangements which are acceptable to the Administrator Committee and as permitted by applicable law whereby the Optionee relinquishes a portion of the Option, or (B) in compliance with any other cashless exercise program authorized by the Committee for use in connection with the Plan at the time of such exercise, or (v) any combination in such other consideration as shall be acceptable to the Committee. For the purpose of the foregoing. preceding clause (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.iv)(A),

Procedure for Exercise. (a) The Option may be exercised At any time after all or any portion of ---------------------- the Options have become exercisable with respect to that any Option Shares (as defined in Section 3(a) hereof) and prior to the Expiration Date (except as provided for in Section 2(c) above), Employee may exercise all or a portion of the Options with respect to Option which is exercisable at any particular time Shares vested pursuant to paragraph 2(b)(ii) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the “Vested Shares”)Company regarding all financial and other information provided to Employee regarding the Company, (ii) an executed consent from time to time, Employee's spouse (if any) in whole or the form of Exhibit B --------- attached hereto and (iii) payment in part (but for the purchase of whole shares only), full by delivery of a written notice certified bank check, wire transfer of immediately available funds or a personal check in the amount (the “Exercise Notice”"Option Price") from the Optionee equal to the Company, which Exercise Notice shall: (i) state that product of the Optionee elects to exercise the Option; (ii) state Tranche II Option Price ------------ multiplied by the number of Vested Tranche II Option Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative acquired. As a condition to any exercise of the Optionee’s estateOptions, include appropriate proof Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be Options and prior to the termination occurrence of a Termination Event (as defined in Section 3(g) hereof), Employee becomes legally married (whether in the Optionfirst instance or to a different spouse); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares , Employee shall cause Employee's spouse to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, execute and deliver a consent in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal Exhibit ------- B attached hereto. Employee's failure to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for deliver the Company to withhold a number of shares otherwise payable pursuant to an executed - consent in the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) Exhibit B at any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax time when Employee would otherwise be --------- required to be withheld. Such shares deliver such consent shall be valued at their Fair Market Value on the date constitute Employee's continuing representation and warranty that Employee is not legally married as of which the amount of tax to be withheld is determinedsuch date.

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option (plus any applicable federal, state or local withholding taxes) shall be made in one or more of the following, as elected by the Optionee: (i) certified or bank cashier’s in cash, by check payable to the order of the CompanyCompany or, or if determined by the Administrator at the time discretion of exercisethe Board upon such other terms and conditions as the Board shall approve, in its sole discretion, in (ii) the form of by transferring previously owned Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercisedCompany, or (iii) authorization for the Company to withhold a number of shares by having Shares otherwise payable pursuant to deliverable upon the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, withheld or (iv) any other following an IPO, pursuant to a “cashless exercise” procedure (provided that the Committee has expressly approved such form of consideration approved exercise in advance). Any Shares transferred to or withheld by the Administrator and permitted by applicable law or (v) any combination Company as payment of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares Exercise Price shall be valued at their Fair Market Value on the date as of which exercise of the amount Option. (c) Subject to the immediately following sentence, after payment of tax the Exercise Price (and related withholding taxes) for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Option and prior to the issuance of any Shares, the Optionee (or the representative of his estate) shall be required to execute the Stockholders’ Agreement. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be withheld is determinedan Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of the Option shall be subject to a Call Option (as defined in the Stockholders’ Agreement) under Article IV of the Stockholders’ Agreement. (e) The Company shall be entitled to require as a condition of delivery of the Shares that the Optionee agree to remit when due an amount in cash sufficient to satisfy all current or estimated future federal, state and local withholding and employment taxes relating thereto or otherwise satisfy such taxes in a manner specified in Section 5(b).

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office, at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof; (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the upon exercise of the Option shall be made by made: (i) certified in cash or bank cashier’s check payable by cash equivalent acceptable to the order of Committee, or, to the Company, or if determined extent permitted by the Administrator Committee in its sole discretion (ii) (A) in shares of Common Stock valued at the time Fair Market Value of such shares on the date of exercise, in its sole discretion(B) through an open-market, in broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iiC) by reducing the form number of Shares already owned shares of Common Stock otherwise deliverable upon the exercise of the Option by the Optionee which have number of shares of Common Stock having a Fair Market Value on the date of surrender exercise equal to the aggregate exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the Committee. (c) Subject to the immediately following sentence, after payment of the Exercise Price for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Shares as Option and prior to which such Option the issuance of any Shares, the Optionee (or the representative of his estate) shall be exercisedrequired to execute the Stockholders’ Agreement. Notwithstanding anything herein or in the Stockholders’ Agreement to the contrary, or the Optionee’s obligations under Section 5.6 of the Stockholders’ Agreement (iiiNon-Competition; Non-Solicitation) authorization for shall apply only during the Service Term and until the twelve (12) month anniversary of the date the Optionee ceases to be employed by the Company and its affiliates; provided that the provisions of Section 5.6 of the Stockholders’ Agreement shall only apply to withhold the Optionee to the extent the Optionee is not subject to a number separate non-compete or non-solicit agreement with the Company or its affiliates. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of shares otherwise payable his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be an Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of an the Option having shall be subject to a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination Call Option under Article IV of the foregoingStockholders’ Agreement. (ce) As The Company shall be entitled to require as a condition of delivery of the Vested Shares, the Company shall have the right to require Shares that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related thereto. The Company and employment taxes relating thereto or otherwise satisfy such taxes in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, a manner specified in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedSection 5(b).

Procedure for Exercise. (a) The Option may be exercised with respect to Shares that portion of the Option which is exercisable at any particular time (the “Vested Shares”)are exercisable, from time to time, in whole or in part (but for the purchase of whole shares only)part, by delivery of a written notice (the “Exercise Notice”) from the Optionee to the CompanyCompany at its principal executive office. at least ten (10) days before the date on which the Optionee wishes to exercise the Option, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state specify the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) include any representations of the Optionee required under Section 9 hereof: (iv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the upon exercise of the Option shall be made by made: (i) certified in cash or bank cashier’s check payable by cash equivalent acceptable to the order of Committee, or, to the Company, or if determined extent permitted by the Administrator Committee in its sole discretion (ii) (A) in shares of Common Stock valued at the time Fair Market Value of such shares on the date of exercise, in its sole discretion(B) through an open-market, in broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (iiC) by reducing the form number of Shares already owned shares of Common Stock otherwise deliverable upon the exercise of the Option by the Optionee which have number of shares of Common Stock having a Fair Market Value on the date of surrender exercise equal to the aggregate exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the Committee. (c) Subject to the immediately following sentence, after payment of the Exercise Price for the Shares by the Optionee, the Company shall, on the date such Shares are purchased by the Optionee, deliver to the Optionee an original certificate representing the Shares. As a condition to the exercise of the Shares as Option and prior to which such Option the issuance of any Shares, the Optionee (or the representative of his estate) shall be exercisedrequired to execute the Stockholders’ Agreement. Notwithstanding anything herein or in the Stockholders’ Agreement to the contrary, or the Optionee’s obligations under Section 5.6 of the Stockholders’ Agreement (iiiNon-Competition; Non-Solicitation) authorization for shall apply only during the Service Term and until the twelve (12) month anniversary of the date the Optionee ceases to be employed by the Company and its affiliates; provided that the provisions of Section 5.6 of the Stockholders’ Agreement shall only apply to withhold the Optionee to the extent the Optionee is not subject to a number separate non-compete or non-solicit agreement with the Company or its affiliates. (d) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of shares otherwise payable his estate) acknowledges and agrees that he or she shall be subject to the repurchase rights set forth in Article IV of the Stockholders’ Agreement following the date the Optionee ceases to be an Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of an the Option having shall be subject to a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination Call Option under Article IV of the foregoingStockholders’ Agreement. (ce) As The Company shall be entitled to require as a condition of delivery of the Vested Shares, the Company shall have the right to require Shares that the Optionee agree to remit to the Company when due an amount in cash an amount sufficient to satisfy any all current or estimated future federal, state and local withholding tax requirements related thereto. The Company and employment taxes relating thereto or otherwise satisfy such taxes in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, a manner specified in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedSection 5(b).

Procedure for Exercise. (a) The If electing to exercise this Option may be exercised with respect as to that portion all or a part of the Option which is exercisable at any particular time shares covered by this Option, Xxxxxxx shall give written notice to the Company of such election and of the number of shares he has elected to purchase, in such form as the Company’s Compensation Committee (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise NoticeCommittee”) from the Optionee to the Companyshall have prescribed or approved, which Exercise Notice and shall: (i) state that the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise, tender the full purchase price of the shares Xxxxxxx has elected to purchase and make arrangements satisfactory to the Committee with respect to any withholding taxes required to be paid in connection with the exercise of the Option. Xxxxxxx may pay the purchase price using any of the following methods, or a combination thereof: (i) by certified or official bank check payable to the Company (or the equivalent thereof acceptable to the Committee); (ii) with the consent of the Committee in its sole discretion, by personal check (subject to collection) which may in the Committee’s discretion be deemed conditional; (iiiii) as permitted by the form Committee, by delivery of Shares already previously-acquired shares of Common Stock owned by the Optionee which have Xxxxxxx having a Fair Market Value on (determined as of the date of surrender Option exercise date) equal to the aggregate Exercise Price portion of the Shares exercise price being paid thereby; (iv) as to which such Option shall be exercisedpermitted by the Committee, or (iii) authorization for on a net-settlement basis with the Company withholding the amount of Common Stock sufficient to withhold cover the exercise price and tax withholding obligation; and/or (v) as permitted by the Committee, by delivery to the Company of a number written assignment of shares otherwise payable a sufficient amount of the proceeds from the sale of Common Stock to be acquired pursuant to the exercise of an the Option having a Fair Market Value less than or equal to pay for all of the Common Stock to be acquired pursuant to the aggregate Exercise Price, Option (along with applicable tax withholdings) and an authorization to the broker or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right selling agent to require the Optionee to remit pay that amount to the Company in cash an amount sufficient and to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit effect such sale at the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount time of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedexercise.

Procedure for Exercise. (a) The Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part with respect to any portion that is exercisable. To exercise any portion of the Option granted hereunder, the Grantee (but for or such other Person who shall be permitted to exercise the purchase Option as set forth in Section 4.1) must complete, sign and deliver to the Company (to the attention of whole shares only), by delivery the Company’s Secretary) a notice of a written notice exercise substantially in the form of Annex I to the Plan (or in such other form as the Committee may from time to time adopt and provide to the Grantee) (the “Exercise Notice”) from the Optionee to the Company), which Exercise Notice shall: together with (i) state that payment in full of the Optionee elects to exercise the Option; (ii) state Exercise Price multiplied by the number of Vested Shares Units with respect to which the Optionee Option is exercising exercised, (ii) any required agreements described in the Option; Plan, and (iii) in the event that Option to which the Option Units relate. The Grantee’s right to exercise the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior subject to the termination satisfaction of all conditions set forth in the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Exercise Notice. Payment of the Exercise Price shall be made in cash (including check, bank draft or money order) or, if subsequent to an Initial Public Offering, to the extent permitted by the Committee, (i) through the delivery of irrevocable instructions to a broker to sell shares of common stock of the successor corporation obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Exercise Price for the Vested Shares shares being purchased, or (ii) in shares of common stock of the successor corporation that have been held for such period of time as may be required by the Committee in order to be purchased avoid adverse accounting treatment to the Company, the successor corporation, or their affiliates. The Fair Market Value of shares of common stock of the successor corporation delivered on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order determined as of the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price exercise. Any fractional shares will be paid in cash. (b) The obligation of the Shares as Company to which such deliver Units upon exercise of the Option shall be exercisedsubject to all applicable laws, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Pricerules, or (iv) any other form of consideration approved and regulations and such approvals by governmental agencies as may be deemed appropriate by the Administrator Board or the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related theretoregulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Units for the Grantee’s own account and not with a view to or for sale in its sole discretion may permit connection with any distribution of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to or such other representation as the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedBoard deems appropriate.

Procedure for Exercise. (a) The vested portion of the Option may be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase number of whole shares only), by delivery of Option Shares specified in a written notice delivered to the Corporation at least five days prior to the date on which purchase is requested (the such notice, an “Exercise Notice”) ), accompanied by full payment in cash of the aggregate Exercise Price in respect of such Option Shares. If specified in the Exercise Notice, payment of such Exercise Price may also be made by means of the Corporation retaining from the Optionee Option Shares to the Company, which Exercise Notice shall: (i) state that the Optionee elects to be delivered upon exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time portion thereof, that number of exercise, in its sole discretion, in (ii) the form of Option Shares already owned by the Optionee which have a having an aggregate Fair Market Value (as defined below) on the date of surrender that the Exercise Notice is delivered to the Corporation (the date that the Exercise Notice is delivered to the Corporation being referred to as the “Valuation Date”; provided, however, that if such date is not a day on which securities markets are open for trading, then the Valuation Date shall be the first succeeding date that such markets are open) equal to the aggregate Exercise Price of the total number of Option Shares as with respect to which such the Optionee shall then be exercising the Option. If upon exercise of all or a portion of the Option there shall be exercisedpayable by the Corporation or a subsidiary any amount for withholding taxes, or then, at the Corporation’s election and as a condition to such exercise, either (iiii) authorization for the Company Corporation shall reduce the number of Option Shares to withhold be issued to the Optionee by a number of shares otherwise payable pursuant to the exercise Option Shares of Common Stock having an Option having a aggregate Fair Market Value less than or on the Valuation Date equal to the aggregate amount of such withholding tax or (ii) the Optionee shall pay such amount to the Corporation or its subsidiary, as applicable. (b) If any applicable law requires the Corporation to take any action with respect to the Option Shares specified in the Exercise PriceNotice, or (iv) if any other form action remains to be taken under the Certificate of consideration approved by the Administrator and permitted by applicable law Incorporation or (v) any combination Bylaws of the foregoingCorporation, as in effect at the time, to effect due issuance of Option Shares, then the Corporation shall take such action and the day for delivery of such Option Shares shall be extended for the period necessary to take such action. The Optionee shall not have any of the rights of a shareholder of the Corporation under the Option. (c) As used herein, the phrase “Fair Market Value” shall mean (i) if the Common Stock is listed or admitted for trading on a condition of delivery national securities exchange, an automated quotation system or the Over-the-Counter Bulletin Board, the last reported sale price per share of the Vested SharesCommon Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Common Stock on such date (or if such bid and ask prices are not available on such date, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Sharesmost recent preceding date), in each caseeither case as officially reported by such securities exchange, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value quotation system or Bulletin Board on the date as of which the amount Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of tax to be withheld a share of the Common Stock as determined by the Corporation’s board of directors in good faith, or (iii) if such exercise is determinedin connection with a merger or consolidation of the Corporation in which the Corporation is not the survivor or in which the Common Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Corporation (collectively, a “Sale”), the implied price per share of the Common Stock resulting from such Sale.

Procedure for Exercise. (a) The Option herein granted may be exercised with respect by the delivery by Optionee of written notice to that portion the Secretary of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall: (i) state that the Optionee elects to exercise the Option; (ii) state Company setting forth the number of Vested Shares shares of Common Stock with respect to which the Optionee Option is exercising being exer-cised. The Option Exercise Price shall be paid, to the Option; extent permitted by Applicable Laws, either (iiia) in cash or by certified or bank check at the time the Option is exercised or (b) in the event that the Option shall be exercised by the representative discretion of the Optionee’s estateAdministrator, include appropriate proof of the right of upon such Person to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions terms as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option Administrator shall be made by approve: (i) certified or bank cashier’s check payable by delivery to the order Company of shares of Common Stock, duly endorsed for transfer to the Company, or if determined by the Administrator at the time of exercise, in its sole discretion, in (ii) the form of Shares already owned by the Optionee which have with a Fair Market Value on the date of surrender delivery equal to the aggregate Option Exercise Price (or portion thereof) due for the number of shares being acquired; (ii) by a "net exercise" procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of the Option that are needed to pay the Option Exercise Price; (iii) by any combination of the foregoing methods; or (iv) in any other form of legal consideration that may be acceptable to the Administrator. If the Option Exercise Price is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, it shall be paid only by shares of Common Stock that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notice may also be delivered by fax provided that the Option Exercise Price of such shares is received by the Shares Company via wire transfer on the same day the fax transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. This Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Common Stock as of such date. As promptly as practic-able after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be exercised, or (iii) authorization deemed effected for the Company to withhold all purposes when a number stock transfer agent of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have deposited such certifi-xxxxx in the right United States mail, addressed to require Optionee at the Optionee address specified pursuant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determinedthis Section 4.

Procedure for Exercise. (a) The Option may shall be exercised with respect to that portion of the Option which is exercisable at any particular time (the “Vested Shares”), from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice Company at its principal executive office. Such written notice shall: : (i) state that the Optionee elects to exercise the Option; , (ii) state the number of Vested Shares with respect to which be purchased pursuant to the exercise of the Option, (iii) include any representations of the Optionee is exercising the Option; required under Section 9 hereof, (iiiiv) in the event that the Option shall be exercised by the representative of the Optionee’s estateestate pursuant to Section 10, include appropriate proof of the right of such Person to exercise the Option; , (ivv) state the date upon which the Optionee desires to consummate the purchase of such Vested the Shares (which date must be prior to the termination of the Option); and ) and (vvi) comply with such further provisions as the Company may reasonably require. (b) Payment of the . The Exercise Price for the Vested Option Shares to be purchased on pursuant to the exercise of the an Option (plus any applicable federal, state or local withholding taxes) shall be made paid in full in cash, by (i) certified or bank cashier’s check payable to the order of the Company or, at the discretion of the Board and upon such terms and conditions as the Board shall approve, (A) by transferring previously owned Shares to the Company, (B) by having Shares otherwise deliverable upon such exercise withheld or if determined by (C) following an IPO, pursuant to a “cashless exercise” procedure (provided, with respect to any payment under clauses (A), (B) or (C), that the Administrator at the time of exercise, in its sole discretion, in (ii) the Committee must expressly approve such form of payment in advance). Any Shares already owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) any other form of consideration approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right to require the Optionee to remit transferred to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Company in its sole discretion may permit as payment of the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares Exercise Price shall be valued at their Fair Market Value on the date of exercise of the Option. No Shares will be issued and no Employee or Key Non-Employee shall have the rights and privileges of a stockholder following the exercise of an Option unless and until the Company accepts the payment of the Exercise Price in accordance with the terms and conditions set forth in the Plan and this Agreement. As a condition to the exercise of an Option and the receipt of Shares and the continued holding of the Shares received in connection with such exercise, the holder of such Shares shall execute a counterpart signature page to the Stockholders’ Agreement, in substantially the form attached hereto as Exhibit A. (b) In addition to the other restrictions contained in the Stockholders’ Agreement, the Optionee (or the representative of which his estate) acknowledges and agrees that he or she shall be subject to the amount repurchase rights set forth in Article IV of tax the Stockholders’ Agreement following the date the Optionee ceases to be withheld is determinedan Employee or Key Non-Employee and any Shares acquired pursuant to the exercise of the Option shall be subject to a Call Option under Article IV of the Stockholders’ Agreement. (c) The Company shall be entitled to require as a condition to delivery of the Shares that the Optionee agree to remit when due an amount in cash sufficient to satisfy all current or estimated future federal, state and local withholding and employment taxes relating thereto or otherwise satisfy such taxes in a manner specified in Section 5(a).

Procedure for Exercise. (a) The Option may be exercised with respect to shares of the Company's Common Stock granted to Employee in the amount specified ("Option Shares") at any time from the date that any portion of the Option which is described in 3.(a) becomes exercisable at pursuant to Section 3.1(a) or 3.4 until the Option expires pursuant to Section 3.3 by: (i) delivery of written notification of exercise and payment in full either in cash or in Common Stock of the Company delivered to the Corporate Secretary of the Company for all Option Shares being purchased plus the amount of any particular federal and state income taxes required to be withheld by reason of the exercise of Employee's option; and (ii) if requested, within the specified time (set forth in any such request, delivery to the “Vested Shares”), from time to timeCompany of such written representations and undertakings as may, in whole the opinion of the Company's legal counsel, be necessary or desirable to comply with federal and state tax and securities laws and (iii) a bona fide written representation and agreement, in part (but a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the purchase Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of whole the shares only), by delivery such person is contrary to the representation and agreement referred to above. The record date of a written notice (Employee's ownership of all Option Shares purchased under this option shall be the “Exercise Notice”) from date upon which the Optionee to above-described notification and payment are received by the Company, which Exercise Notice shall: (i) state provided that any requested representations, undertakings and agreements are delivered within the Optionee elects to exercise the Option; (ii) state the number of Vested Shares with respect to which the Optionee is exercising the Option; (iii) in time specified. In the event that the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the representative of the Optionee’s estateEmployee, include appropriate proof of the right of such Person person or persons to exercise the Option; (iv) state the date upon which the Optionee desires to consummate the purchase of such Vested Shares (which date must be prior to the termination of the Option); and (v) comply with such further provisions as the Company may reasonably require. (b) Payment of the Exercise Price for the Vested Shares to be purchased on the exercise of the Option shall be made by (i) certified or bank cashier’s check payable to the order of the Company, or if determined by the Administrator at the time of exercise. The Committee may, in its sole absolute discretion, in (ii) take whatever additional actions it deems appropriate to insure the form observance and performance of Shares already owned by such representations, undertakings and agreements and to effect compliance with the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, or (iii) authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, or (iv) Securities Act and any other form of consideration approved by federal or state securities laws or regulations. Without limiting the Administrator and permitted by applicable law or (v) any combination generality of the foregoing. (c) As a condition of delivery of the Vested Shares, the Company shall have the right Committee may require an opinion of counsel acceptable to require the Optionee to remit it to the Company in cash effect that any subsequent transfer of shares acquired on an amount sufficient to satisfy any federalOption exercise does not violate the Securities Act, state and local withholding tax requirements related theretomay issue stop-transfer orders covering such shares. The Company in its sole discretion may permit the Optionee to satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the minimum amount provisions of tax required to be withheld. Such shares shall be valued at their Fair Market Value on this subsection and the date as of which the amount of tax to be withheld is determinedrepresentations, undertakings and agreements referenced herein.