Common use of Term and Exercise of Option Clause in Contracts

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I. (b) The Option may be exercised with respect to all or any portion of the Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant to the exercise of all or any portion of the Option shall be made in cash or, alternatively, in combination with any or all of the following: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I. (b) The , this Option may be exercised with respect for up to the number of Optioned Shares (subject to adjustment as provided in Section hereof) by you on or prior to May 23, 2013 ("Last Exercise Date") at an initial exercise price (the "Exercise Price") of $1.81 per share (subject to adjustment as provided in Section 7 hereof) and all or as subject to the Plan and this Agreement. The Holder may exercise this Option at any time after the date of this Agreement. Any portion of the Vested Shares at Option that you do not exercise shall accumulate and can be exercised by you any time during the Option Period by the delivery prior to the CompanyLast Exercise Date. You may not exercise your Option to purchase a fractional share or fewer than 100 shares, at its principal place and you may only exercise your Option by purchasing shares in increments of business, 100 shares unless the remaining shares purchasable are less than 100 shares. This Option may be exercised by delivering to the Secretary of the Company (i) a written notice Notice of exercise Intention to Exercise in substantially the form attached hereto as Exhibit 1A signed by you and specifying the number of Optioned Shares you desire to purchase, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company payment, in full, of the Exercise PricePrice for all such Optioned Shares in cash, as defined in Section 3 belowcertified check, multiplied by the number surrender of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued having a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant value equal to the exercise of all or any portion price of the Option shall be made in cash orOptioned Shares as to which you are exercising this Option, alternativelyprovided that such surrendered shares, in combination with any or all of the following: (i) if previously acquired by delivery to the Company exercise of a number of shares of Common Stock which Company stock option, have been owned held by the Optionee for you at least six months prior to their surrender, or by means of a brokered cashless exercise. As a holder of an option, you shall have the date rights of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock shareholder with respect to which the Option is exercised; or (iii) by such other consideration Optioned Shares only after they shall have been issued to you upon the exercise of this Option. Subject to the terms and provisions of this Agreement and the Plan, the Company shall use its best efforts to cause the Optioned Shares to be issued as the Board promptly as practicable after receipt of Directors, in its sole discretion, allowsyour Notice of Intention to Exercise.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be fully exercisable during from and after the date hereof, but shall expire (and so may not be exercised) after the expiration of ten (10) years from the Granting Date (the "Option Period"), except as otherwise provided in Section 4. Subject to the foregoing, the Option Period (may be exercised, in whole or in part as defined in Section 4 hereof) only to Optioned Shares by giving written notice to the extent of Corporation, which notice shall include the date, the number of Vested Optioned Shares determined pursuant as to which the Option is then being exercised and the aggregate purchase price of such Optioned Shares. The Option may not be exercised at any time when the exercise thereof violates any law or governmental order or regulation, and may not be exercised as to less than 5,000 Optioned Shares at any one time, unless the balance subject thereto at the time is less than 5,000 Optioned Shares. Subject to the vesting schedule attached hereto as Schedule I. (b) The foregoing and to Section 4, the Option may be exercised with respect to all notwithstanding that at the time of such exercise the Optionee may no longer be an officer or employee of the Corporation or any portion of its subsidiaries. At the time of exercise of the Vested Option in whole or in part, the aggregate option price of the Optioned Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which purchased pursuant thereto shall be actually delivered to paid in full at the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion principal office of the Option; Corporation in the following manner: either (iia) by payment to the Company of the Exercise Pricefull purchase price in cash, as defined in Section 3 belowor (b) subject to compliance with applicable securities laws, multiplied by the tender of such number of shares of Common Stock being purchased owned by the Optionee as is equal in value (such value to be the "Purchase Price"fair market value of such Common Stock determined by reference to the closing sale price of the Common Stock as of the business day immediately prior to the date of such exercise) in to the manner provided in Subsection full purchase price or (c) hereof; by delivery of any combination of cash and (iii) a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (cvalued as set forth above) The Purchase Price which, in the aggregate, is equal in value to the full purchase price. For purposes of the foregoing: (i) shares "owned by the Optionee" shall be paid in full include those issuable to the Optionee upon exercise of this Option, including the exercise the purchase price of all which such shares are to be tendered to pay (in whole or any portion of the Option in part); and no (ii) shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment valued at the average of the Purchase Price for all shares closing sales prices, as reported by The Nasdaq Stock Market ("Nasdaq") per share of the Common Stock purchased pursuant on each of the 20 consecutive Nasdaq trading days that ends with the Nasdaq trading day that immediately precedes the post-mark or other forwarding date of the applicable exercise notice. In addition, the Corporation shall have the right to require a payment upon the exercise of all or the Option in connection with any portion obligation of the Option Corporation to withhold taxes with respect to such exercise; such payment shall be made in cash or, alternatively, in combination with any or all of the following: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows. THE OPTIONEE HEREBY ACKNOWLEDGES THAT THE OPTIONEE MAY RECOGNIZE TAXABLE ORDINARY INCOME AS A RESULT OF THE EXERCISE OF THE OPTION AND IN PARTICULAR UPON TENDERING SHARES OF STOCK OWNED BY THE OPTIONEE IN PAYMENT OF THE PURCHASE PRICE AND THAT THE OPTIONEE SHOULD CONSULT WITH A TAX ADVISOR PRIOR TO ENGAGING IN ANY SUCH EXERCISE.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Optionee shall have the right to exercise the Option shall be exercisable during the Option Period period commencing six (as defined in Section 4 hereof6) only months from the Grant Date and ending on the date five (5) years after the Grant Date, with respect to the extent all or any part of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I.Option Shares. (b) The Option may be exercised with respect to all or any portion of the Vested Option Shares at any time during the term of this Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to specifying the Company no earlier than thirty (30) days number of Option Shares being exercised and no later than ten (10) days prior to signed by the date upon which Optionee desires to exercise all or any portion of person exercising the Option; and (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock Option Shares being purchased (the "“Purchase Price"”) in the manner provided in Subsection (c) hereof; and (iii) a cash or by certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Optioncheck. Upon acceptance of such notice, notice and receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price Optionee (or his transferee as permitted pursuant to Section 5 below) shall be paid in full have no rights as a stockholder with respect to any Option Shares until the certificates reflecting the Common Stock accruing to the Optionee upon the exercise of all or any portion of the Option and are issued to the Optionee (or his transferee). The Company shall make no shares of Common Stock shall be issued adjustment for any dividends (ordinary or delivered until full payment therefor has been made. Payment of the Purchase Price for all extraordinary, whether in cash, securities or other property) or distribu­tions or other rights on or with respect to shares of Common Stock purchased pursuant to the exercise of all or any portion of Option for which the Option shall be made in cash or, alternatively, in combination with any or all of the following: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months record date is prior to the date of the Option's exerciseexercise thereof, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration except as the Board of Directors, in its sole discretion, allowsPlan or this Agreement otherwise provides.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall This option may be exercisable exercised by the optionee at any time during the Option Period (0ption Period, as defined in Section 4 hereof) only hereof which provides that none of the Options granted herein will be exercisable until May 31, 2000. At that date, all of the options granted herein will then be exersisable unless the ootionee's employment with the Company has terminated prior to the extent of May 31, 2000, in which event the number of Vested Shares determined pursuant to options exercisable will be reduced by 416 shares for each month or part thereof between the vesting schedule attached hereto as Schedule I.date of termination and May 31, 2000. However, the intervenin death of 0ptionee before May 31, 2000 will remove this continued employment condition from all options granted herein. (b) The Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the Vested Shares thereof at any time during after May 31, 2000 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, ,multiplied by the number nurmber of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) a certified check representing payment of all withholding tax obligations obligations, if any, (whether federal, state or local), ) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the shares of Common Stock so Shares purchased. (c) The Purchase Price and withholding tax obligations, if any, shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock Shares purchased pursuant to the exercise of all or an Option and any portion of the Option tax withholding obligations shall be made in cash or, alternatively, in combination with any or all of the followingmade: (i) in cash or by certified check;or (ii) by delivery to the Company of a number of shares of Common Stock common stock of the Company which have been owned by the Optionee optionee for at least six months prior to the date of the Option's exercise, having exercise and which have a fair market value on the date of exercise, as determined by the Board of Directors Compensation Committee in its sole discretion, which is either equal to the Purchase Price or, or which in combination with cash, cash is equal to the Purchase Price;purchase price; or (iiiii) by receipt of the Purchase Price purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation T "T" issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee optionee to the Board of Directors committee of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of "creditor"of that number of shares of Common Stock common stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows.

Term and Exercise of Option. Subject to the provisions of this Agreement: : (a) The Option shall This option may be exercisable exercised by the optionee at any time during the Option Period (0ption Period, as defined in Section 4 hereof) only to hereof which provides that none of the extent Options granted herein will be exercisable until August 31 1997. At that date, all of the options granted herein will then be exersisable unless the optionee's employment with the Company has terminated prior to' p August 31, 1997, in which event the number of Vested Shares determined pursuant to options exercisable will be reduced by 8,333 shares for each month or part thereof between the vesting schedule attached hereto as Schedule I.date of termination and August 31, 1997. However, the intervenin death of 0ptionee before August 31, 1997 will remove this continued employment condition from all options granted herein. (b) The Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the Vested Shares thereof at any time during after August 3 l, 1997 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, ,multiplied by the number nurmber of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) a certified check representing payment of all withholding tax obligations obligations, if any, (whether federal, state or local), ) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the shares of Common Stock so Shares purchased. (c) The Purchase Price and withholding tax obligations, if any, shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock Shares purchased pursuant to the exercise of all or an Option and any portion of the Option tax withholding obligations shall be made in cash or, alternatively, in combination with any or all of the followingmade: (i) in cash or by certified check;or (ii) by delivery to the Company of a number of shares of Common Stock common stock of the Company which have been owned by the Optionee optionee for at least six months prior to the date of the Option's exercise, having exercise and which have a fair market value on the date of exercise, as determined by the Board of Directors Compensation Committee in its sole discretion, which is either equal to the Purchase Price or, or which in combination with cash, cash is equal to the Purchase Price;purchase price; or (iiiii) by receipt of the Purchase Price purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation T "T" issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee optionee to the Board of Directors committee of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of "creditor"of that number of shares of Common Stock common stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows. .

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I.I, reduced by the number of Vested Shares previously exercised pursuant to this Agreement. (b) The Option may be exercised with respect to all or any portion of the Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by MULTIPLIED BY the number of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; , and (iii) cash or a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, if any, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant to the exercise of all or any portion of the an Option shall be made in cash or by certified check or, alternatively, in combination with any or all of the followingas follows: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, exercise having a fair market value Fair Market Value on the date of exercise, as determined by the Board of Directors in its sole discretion, exercise either equal to the Purchase Price or, or in combination with cash, cash to equal to the Purchase Price;; or (ii) if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors Committee of instructions in a form acceptable to the Board of Directors Committee regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I. (b) The , this Option may be exercised with respect for up to the number of Optioned Shares (subject to adjustment as provided in Section hereof) by you on or prior to May 23, 2013 ("Last Exercise Date") at an initial exercise price (the "Exercise Price") of $1.69 per share (subject to adjustment as provided in Section 7 hereof) and all or as subject to the Plan and this Agreement. The Holder may exercise this Option at any time after the date of this Agreement. Any portion of the Vested Shares at Option that you do not exercise shall accumulate and can be exercised by you any time during the Option Period by the delivery prior to the CompanyLast Exercise Date. You may not exercise your Option to purchase a fractional share or fewer than 100 shares, at its principal place and you may only exercise your Option by purchasing shares in increments of business, 100 shares unless the remaining shares purchasable are less than 100 shares. This Option may be exercised by delivering to the Secretary of the Company (i) a written notice Notice of exercise Intention to Exercise in substantially the form attached hereto as Exhibit 1A signed by you and specifying the number of Optioned Shares you desire to purchase, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company payment, in full, of the Exercise PricePrice for all such Optioned Shares in cash, as defined in Section 3 belowcertified check, multiplied by the number surrender of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued having a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant value equal to the exercise of all or any portion price of the Option shall be made in cash orOptioned Shares as to which you are exercising this Option, alternativelyprovided that such surrendered shares, in combination with any or all of the following: (i) if previously acquired by delivery to the Company exercise of a number of shares of Common Stock which Company stock option, have been owned held by the Optionee for you at least six months prior to their surrender, or by means of a brokered cashless exercise. As a holder of an option, you shall have the date rights of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock shareholder with respect to which the Option is exercised; or (iii) by such other consideration Optioned Shares only after they shall have been issued to you upon the exercise of this Option. Subject to the terms and provisions of this Agreement and the Plan, the Company shall use its best efforts to cause the Optioned Shares to be issued as the Board promptly as practicable after receipt of Directors, in its sole discretion, allowsyour Notice of Intention to Exercise.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I.I, reduced by the number of Vested Shares previously exercised pursuant to this Agreement. (b) The Option may be exercised with respect to all or any portion of the Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) cash or a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, if any, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant to the exercise of all or any portion of the an Option shall be made in cash or by certified check or, alternatively, in combination with any or all of the followingas follows: (i) i. by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, exercise having a fair market value Fair Market Value on the date of exercise, as determined by the Board of Directors in its sole discretion, exercise either equal to the Purchase Price or, or in combination with cash, cash to equal to the Purchase Price;; or (ii) . if and when the Common Stock becomes traded by brokers, whether on a national securities exchange or otherwise, by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors Committee of instructions in a form acceptable to the Board of Directors Committee regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be exercisable during the Option Period (as defined in Section 4 hereof) only to the extent of the number of Vested Shares determined pursuant to the vesting schedule attached hereto as Schedule I. (b) The Option may be exercised with respect to all or any portion of the Vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) cash or a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option, if any. Upon acceptance of such notice, receipt of payment in full of the Purchase PricePrice and, and if applicable, receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the Option an option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant to the exercise of all or any portion of the an Option shall be made in cash or by certified check or, alternatively, in combination with any or all of the followingas follows: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months prior to the date of the Option's exercise, having a fair market value on the date of exercise, as determined by the Board of Directors Committee in its sole discretion, either equal to the Purchase Price or, or in combination with cash, cash to equal to the Purchase Price;; or (ii) by receipt of the Purchase Price in cash from a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors Committee of instructions in a form acceptable to the Board of Directors Committee regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised. (d) In lieu of paying the withholding tax obligation in cash or by certified check to the Company, as described in Subsection 2(b) hereof, Optionee may elect (i) to have the actual number of whole shares of Common Stock which, when multiplied by the fair market value of the Common Stock as of the date the Option is exercised, is sufficient to satisfy the amount of withholding tax; oror (ii) to tender to the Company the smallest number of whole shares of Common Stock that have been owned by the Optionee for at least six months prior to the Tax Date (defined below) and that when multiplied by the fair market value of the shares of Common Stock determined as of the Tax Date (as defined below), is sufficient to satisfy federal, state and local, if any, withholding taxes arising from exercise of the option (a "Withholding Election"). Optionee may make a Withholding Election only if all of the following conditions are met: (i) the Withholding Election must be made no later than the date on which the amount of tax required to be withheld is determined (the "Tax Date") by executing and delivering to the Company a properly completed Notice of Tax Withholding in substantially the form of Exhibit 2 attached hereto; (ii) any Withholding Election is irrevocably given; and (iii) by such other consideration the Withholding Election is delivered to the Company sufficiently in advance of the Tax Date as necessary to satisfy the Board conditions of Directors, in its sole discretion, allowsthe exemption provided under Rule 16b-3 promulgated under the Securities Exchange Act of 1934. No Option to which any Withholding Election relates may be exercised prior to one year after the Company has been subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934 and has filed all reports and statements required to be filed pursuant to that Section during that year.

Term and Exercise of Option. Subject (a) Optionee shall have the right to exercise the provisions of this AgreementOption as follows: (ai) The as to twenty percent (20%) of the Option shall be exercisable Shares, from time to time during the period commencing on the date hereof and ending on the day ten (10) years from the date hereof, (ii) as to an additional twenty percent (20%) of the Option Period Shares, from time to time during the period commencing on the day one (1) year after the date hereof and ending on the day ten (10) years from the date hereof, (iii) as defined in Section 4 to an additional twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day two (2) years after the date hereof and ending on the day ten (10) years from the date hereof, (iv) only as to an additional twenty percent (20%) of the Option Shares, from time to time during the period commencing on the day three (3) years after the date hereof and ending on the day ten (10) years from the date hereof, and (v) as to the extent remaining twenty percent (20%) of the number of Vested Shares determined pursuant Option Shares, from time to time during the vesting schedule attached hereto as Schedule I.period commencing on the day four (4) years after the date hereof and ending on the day ten (10) years from the date hereof. (b) The This Option may be exercised with respect to all or any portion of the Vested Option Shares at any from time to time during the term of this Option Period as set forth in Section 2(a) by the delivery to the Company, at its principal place of businessbusiness in Huntsville, Alabama, of (i) a written notice specifying the number of exercise in substantially the form attached hereto as Exhibit 1Option Shares with respect to which it is being exercised, which written notice shall be actually delivered to the Company no earlier than thirty twenty-eight (3028) days and no later than ten fourteen (1014) days prior to the date upon which Optionee desires to exercise all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all withholding tax obligations (whether federal, state or local), imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so purchased. (c) The Purchase Price shall be paid in full upon the exercise of all or any portion of the Option and no shares of Common Stock shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock purchased pursuant to the exercise of all or any portion of the Option, shall specify the date on which exercise shall take place, and shall be signed by the person who is to exercise the Option as provided herein and (ii) payment in cash of the purchase price. Upon receipt of the notice and payment in full, the Company shall issue a certificate representing the Option Shares purchased. (c) The Optionee, or personal representative of the Optionee pursuant to Section 4(b) below, shall have no rights as a stockholder with respect to any Option Shares until the issuance of a stock certificate to him for the shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash orcash, alternatively, in combination securities or other property) or distributions or other rights on or with any or all of respect to Option Shares purchased pursuant to this Option for which the following: (i) by delivery to the Company of a number of shares of Common Stock which have been owned by the Optionee for at least six months record date is prior to the date of the Option's exerciseexercise hereof, having a fair market value on the date of exercise, except as determined by the Board of Directors provided in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price;Section 5 below. (iid) by receipt of the Purchase Price in cash from The Company shall not be required to sell or issue any shares pursuant to this Option if their sale or issuance shall constitute a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority. The Company shall not be obligated to take any affirmative action in order to cause the Board exercise of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer this Option or other creditor of that number any issuance of shares pursuant thereto to comply with any law or regulation of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allowsany governmental authority.

Term and Exercise of Option. Subject to the provisions of this Agreement: (a) The Option shall be vest and become exercisable during in twenty percent (20%) annual increments beginning with the first anniversary of the Grant Date and continuing over the next four anniversaries thereof so long as the Optionee continues to serve as a member of the Board of Directors of the Company; provided further, however, that the Option Period shall become fully vested and exercisable thirty (as defined in Section 4 hereof30) only days (or any earlier date determined by the Compensation Committee of the Company) prior to the extent effective date of any dissolution or liquidation of the number of Vested Shares determined pursuant to Company or any merger or consolidation in which the vesting schedule attached hereto as Schedule I.Company is not the surviving entity. (b) The Subject to Section 7 hereof, the Option may be exercised with respect to all or any portion of the Vested vested Shares at any time during the Option Period by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise in substantially the form attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise of all or any portion of the Option; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, multiplied by the number of shares of Common Stock Shares being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and (iii) a certified check representing payment of all applicable withholding tax obligations (whether federal, state or local), ) imposed by reason of the exercise of the Option. Upon acceptance of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all withholding tax obligations, the Company shall cause to be issued a certificate representing the shares of Common Stock so Shares purchased. (c) The Purchase Price and all applicable withholding tax obligations shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock Shares purchased pursuant to the exercise of all or an Option and of any portion of the Option tax withholding obligations shall be made in cash or, alternatively, in combination with any or all of the following: (i) by delivery to the Company of a number of certified check; by tendering shares of previously owned Common Stock which have been owned by the Optionee for held at least six months prior (6) months; or, to the date of the Option's exerciseextent available, having by a fair market value on the date of exercise, as determined by the Board of Directors in its sole discretion, either equal to the Purchase Price or, in combination with cash, equal to the Purchase Price; (ii) by receipt of the Purchase Price in cash from cashless exercise through a broker, dealer or other "creditor" as defined by Regulation T issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee to the Board of Directors of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of that number of shares of Common Stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows.

Term and Exercise of Option. Subject to the provisions of this Agreement: : (a) The Option shall This option may be exercisable exercised by the optionee at any time during the Option Period (0ption Period, as defined in Section 4 hereof) only to hereof which provides that none of the extent Options granted herein will be exercisable until August 31 1997. At that date, all of the options granted herein will then be exersisable unless the ootionee's employment with the Company has terminated prior to' p August 31, 1997, in which event the number of Vested Shares determined pursuant to options exercisable will be reduced by 8,333 shares for each month or part thereof between the vesting schedule attached hereto as Schedule I.date of termination and August 31, 1997. However, the intervenin death of 0ptionee before August 31, 1997 will remove this continued employment condition from all options granted herein. (b) The Subject to Section 7 hereof, the Option may be exercised with respect to all or any the exercisable portion of the Vested Shares thereof at any time during after August 3 l, 1997 and prior to the Option Period expiration date by the delivery to the Company, at its principal place of business, of of: (i) a written notice of exercise in substantially the form attached hereto as Exhibit 11 , which shall be actually delivered to the Company no earlier than thirty (30) days and no later than ten (( 10) days prior to the date upon which Optionee desires to exercise all or any a portion of the Option; 0ption; (ii) payment to the Company of the Exercise Price, as defined in Section 3 below, ,multiplied by the number nurmber of shares of Common Stock being purchased (the "Purchase Price") in the manner provided in Subsection (c) hereof; and and (iii) a certified check representing payment of all withholding tax obligations obligations, if any, (whether federal, state or local), ) imposed by reason of the exercise of the Option. Upon acceptance receipt of such notice, receipt of payment in full of the Purchase Price, and receipt of payment of all any withholding tax obligationsobligations due, the Company shall cause to be issued a an unrestricted certificate representing the shares of Common Stock so Shares purchased. (c) The Purchase Price and withholding tax obligations, if any, shall be paid in full upon the exercise of all or any portion of the an Option and no shares of Common Stock Shares shall be issued or delivered until full payment therefor has been made. Payment of the Purchase Price for all shares of Common Stock Shares purchased pursuant to the exercise of all or an Option and any portion of the Option tax withholding obligations shall be made in cash or, alternatively, in combination with any or all of the followingmade: (i) in cash or by certified check;or (ii) by delivery to the Company of a number of shares of Common Stock common stock of the Company which have been owned by the Optionee optionee for at least six months prior to the date of the Option's exercise, having exercise and which have a fair market value on the date of exercise, as determined by the Board of Directors Compensation Committee in its sole discretion, which is either equal to the Purchase Price or, or which in combination with cash, cash is equal to the Purchase Price;purchase price; or (iiiii) by receipt of the Purchase Price purchase price in cash from a broker, dealer or other "creditor" as defined by Regulation T "T" issued by the Board of Governors of the Federal Reserve System following delivery by the Optionee optionee to the Board of Directors committee of instructions in a form acceptable to the Board of Directors regarding delivery to such broker, dealer or other creditor of "creditor"of that number of shares of Common Stock common stock with respect to which the Option is exercised; or (iii) by such other consideration as the Board of Directors, in its sole discretion, allows. .