Common use of TERM AND EXERCISE OF OPTIONS Clause in Contracts

TERM AND EXERCISE OF OPTIONS. (i) Each Option shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii) An Option shall be exercised by delivering the form of notice of exercise provided by the Company or in such other form as approved by the Company. Payment for shares of Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: (A) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares of Stock owned by the Participant and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretion. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require. (iii) Shares of Stock purchased upon the exercise of an Option shall, as determined by the Administrator, be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercised.

TERM AND EXERCISE OF OPTIONS. (ia) Each Option shall become be exercisable as to an Optioned Share at any time beginning on the time date of this Agreement and ending on the date ten years after the date of this Agreement ("Expiration Date"). (b) The Option shall be exercisable in whole or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Optionpart; PROVIDED, the Administrator may impose such restrictions or conditions to the exercisability HOWEVER, that no partial exercise of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later for an aggregate Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of an Option shall not cause the tenth anniversary expiration, termination or cancellation of the date of grant remaining portion thereof. Upon the partial exercise of the Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Advisory Director together with the delivery of the certificates described in section 2(e) hereof. (iic) An The Option shall be exercised by delivering notice to the form Corporation's principal office to the attention of its Corporate Secretary. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Option is being exercised and shall be signed by the Company or Advisory Director. The effective date of the proposed exercise shall be as soon as practicable following the date on which the properly completed notice is delivered to the Corporate Secretary and shall be in no event later than three business days after such other form as approved by the Companydate. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Common Stock owned by the Participant Advisory Director and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Advisory Director, the Option shall be exercisable only by him. The Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of the Advisory Director (or for in the account name of the Participant or other individual entitled to receive such shares, person(s) designated by the Advisory Director) and delivered to the Participant Advisory Director (or such other individual the person(s) designated by the Advisory Director) as soon as practicable following the effective date on which the Option is exercised. (f) The exercise of all or any portion of the Option shall have the effect of reducing the number of Optioned Shares by the number of shares of Common Stock acquired upon such exercise. At the close of business on the Expiration Date, the number of Optioned Shares available for purchase shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (ia) Each Converted Option shall become be exercisable as to an Optioned Share at the any time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of beginning on the date of grant of this Agreement and ending on the OptionApplicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (iib) An The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Converted Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. 3 (d) During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (iiie) Shares Certificates for shares of Common Stock purchased upon the exercise of an the Converted Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Option Holder and delivered to the Participant or such other individual Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (ia) Each Converted Option shall become be exercisable as to an Optioned Share at the any time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of beginning on the date of grant of this Agreement and ending on the OptionApplicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (iib) An The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Converted Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other 3 documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Converted Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Option Holder and delivered to the Participant or such other individual Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (ia) Each Converted Option shall become be exercisable as to an Optioned Share at the any time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of beginning on the date of grant of this Agreement and ending on the OptionApplicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (iib) An The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Converted Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) 3 on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Converted Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Option Holder and delivered to the Participant or such other individual Option Holder as soon as practicable following the effective date on which the Converted Option is exercised (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (i1) Each Option shall become be exercisable at in whole or in part; provided, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the time expiration, termination or times determined by cancellation of the Administrator and set forth in remaining portion thereof. Upon the applicable Award Agreement. At the time of grant partial exercise of an Option, the Administrator agreements evidencing such Option marked with such notations as the Committee may impose deem appropriate to evidence such restrictions or conditions partial exercise, shall be returned to the exercisability Participant together with the delivery of the Option as it, certificates described in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d3(a)(4) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii2) An Option shall be exercised by delivering notice to the form Company's principal office, to the attention of its Secretary, no less than three business days in advance of the effective date of the proposed exercise. Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise provided and shall be signed by the Company or in Participant. The Participant may withdraw such other form as approved by notice at any time prior to the Companyclose of business on the business day immediately preceding the effective date of the proposed exercise. Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) through a directed brokerage service, if any is made available to Participants of the Company or (iii) subject to the approval of the Committee, in shares of Common Stock that have been owned by the Participant for a least six months prior to the effective date of exercise and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee)Southwestern, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company Southwestern shall requirerequire from time to time. (iii3) Shares During the lifetime of the Participant, each Option granted to the Participant shall be exercisable only by the Participant. No Option shall be assignable or transferable otherwise than by will or by the laws of descent and distribution, nor shall any option be permitted to be pledged in any manner. Notwithstanding the foregoing, with the prior consent of the Committee, any Option, including the right to exercise such Option, may be transferred by a Participant during the Participant's lifetime, but only to: (i) one or more of a Participant's spouse or natural or adopted lineal descendants; or (ii) a trust, partnership, or corporation or other similar entity which is owned solely by one or more of the Participant's spouse or natural or adopted lineal descendants or which will hold such options solely for the benefit of one or more of such persons. (4) Certificates for shares of Common Stock purchased upon the exercise of an Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercised.

TERM AND EXERCISE OF OPTIONS. (i) Each Option The Board shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to determine the exercisability of the Option as itperiod, in its absolute discretionvesting schedule, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option in the Award Agreement governing such Option; provided, which however, that no Option shall be no later exercisable more than the tenth anniversary of ten years after the date of grant (or more than five years after the date of grant in the Optioncase of an Incentive Stock Option granted to a Ten-Percent Shareholder). In no event shall an Option granted to an employee who is a non-exempt employee for purposes of overtime pay under the U.S. Fair Labor Standards Act of 1938 be exercisable earlier than six (6) months after its date of grant. The Board shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. (ii) An Option may be exercised for all or any portion of the shares of Common Stock as to which it is exercisable and vested. The partial exercise of an Option shall not cause the expiration, termination, or cancellation of the remaining portion thereof. (iii) An Option shall be exercised by delivering written notice to the Company’s principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise in a form of notice or exercise agreement approved by the Board (which notice or exercise agreement need not be the same for each Participant). Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. Such notice may be withdrawn in writing at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. The Board shall determine the methods by which the Exercise Price of an Option and any tax-related obligations may be paid, the form of notice payment, including, without limitation, cash, shares of Common Stock (through actual tender or by attestation) or other property, and the methods by which shares of stock shall be delivered or deemed to be delivered to Participants. The Board may specify a reasonable minimum number of shares of Common Stock that may be purchased on any exercise provided by of an Option; provided, that such minimum number will not prevent Participant from exercising the Company or in such other form as approved by Option for the Company. Payment full number of shares of Common Stock for which it is then exercisable. (iv) Certificates for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: (A) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares of Stock owned by the Participant and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretion. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require. (iii) Shares of Stock purchased upon the exercise of an Option shall, as determined by the Administrator, be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual person entitled to receive such shares, and delivered to the Participant or such other individual person as soon as practicable following the effective date on which the Option is exercisedExercise Date.

TERM AND EXERCISE OF OPTIONS. (i) Each Option shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii) An Option 11.1 Options shall be exercised by delivering a Participant by giving written notice to the Company, in the form of notice of exercise provided substantially attached hereto as EXHIBIT B or such other form(s) and method as may be determined by the Company or in such other form as approved by from time to time (the Company. Payment for shares of Stock purchased "EXERCISE NOTICE"). 11.2 The Exercise Price shall be payable upon the exercise of an the Option shall be made on the effective date of such exercise by one or a combination of the following means: (A) in cash or by personal check, certified checkor other form satisfactory to the Committee. 11.3 The Exercise Price will be paid in the same currency that the Exercise Price is fixed, bank cashier’s check or wire transfer; (B) in shares of Stock owned other currency, if so required by the Participant and valued at their Fair Market Value on Committee, in accordance with the effective date applicable representative rate of exchange of last published by such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretion. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require. (iii) Shares of Stock purchased upon the exercise of an Option shall, bank as determined by the AdministratorCommittee at the time of actual payment or as provided for by the Company. 11.4 Each Participant will be entitled to exercise, upon signing the Exercise Notice and any additional documents as required by the Company, and paying the Exercise Price, all, or part of the Options that are vested at the Exercise Period, as long as prior to IPO he/she exercises at a time at least the lower of: (I) 1,000 Options; or (II) all vested Options such Participant holds. ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN 11.5 Options shall not be evidenced deemed exercised unless: (I) the Company receives a duly signed Exercise Notice including all relevant details; and (II) the Company receives the Exercise Price. 11.6 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up or down, to the nearest whole number. Half of a Share will be rounded up. 11.7 Each Option granted under this Plan shall be exercisable during the Exercise Period. Subject to adjustments, as set forth in Section 9 above, the exercise of one Option shall entitle the Participant to hold one Share. 11.8 Without derogating from any restrictions mentioned hereinabove, the exercise of the Options (including the Shares themselves) is subject to the following terms, restrictions and conditions as may be in effect at the time the exercise of the Options is requested: (i) any applicable law or regulation; (ii) any order or limitation set by any stock exchange in which the Company's securities may be traded (e.g., blackout periods, and lock up after an IPO); and (iii) any limitation undertaken by the Company with respect of the shares of the Company, including limitations set forth by Company's underwriters. Such period of restriction of sale or exercise shall not be counted as part of the applicable exercise period. 11.9 Notwithstanding the foregoing, starting as of the Employment Termination Date of a book entry record certain Participant and during the period that the vested Options are exercisable, the Company shall be entitled (subject to the provisions of applicable law) to purchase the vested Options held by such Participant by sending the Participant a purchase notice (the "PURCHASE NOTICE"). The purchase price of each Option shall be the Market Value of an Ordinary A Share less the Exercise Price of the Option. The Market Value of an Ordinary A Share shall be determined as follows: (i) in case the Company's shares are listed on a stock exchange, the Market Value shall be the average price of the Shares during 5 days prior to the Purchase Notice; or certificate issued (ii) in case the Company's shares are not traded, the Market Value shall be the value determined in good faith unanimously by the Board and in the name event the Board members are unable to reach an agreement with respect to the Market Value within 10 days of the Purchase Notice to the Participant, the Board will refer to an external expert. The Committee or the Board shall be entitled to establish further processes for the account purchase of the Options as set forth above, provided, however, that if the Company receives the Participant's Exercise Notice prior to the receipt of the Purchase Notice from the Company, then the Company's right to purchase the said Options shall become null and void and the Participant may exercise the vested Options pursuant to their terms. ORSUS SOLUTIONS LIMITED - 2007 INCENTIVE OPTION PLAN 11.10 Notwithstanding anything to the contrary herein, if on the Employment Termination Date the Participant holds Shares issued upon exercise of Options granted pursuant to this Plan ("OPTION SHARES") and the Company terminates the Participant's employment for Cause, then the Company shall have the right to purchase all or part of the Option Shares of the Participant or other individual entitled to receive such sharesduring a period of 60 days following the Employment Termination Date, and delivered at a price per Option Share equal to the Exercise Price paid for each Option Share by the Participant. During the sixty (60) days period, the Participant shall not sell, pledge, transfer or such other individual as soon as practicable following the effective date on which the otherwise dispose of any Option is exercisedShares.

TERM AND EXERCISE OF OPTIONS. (ia) Each Converted Option shall become be exercisable as to an Optioned Share at the any time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of beginning on the date of grant of this Agreement and ending on the OptionApplicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (iib) An The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Converted Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Converted Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Option Holder and delivered to the Participant or such other individual Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (i) Each Option shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii) An Option 9.1 Options shall be exercised by delivering the Optionee by giving written notice to the Company, in such form of notice of exercise provided and method as may be determined by the Company or in and the Trustee and conforming Section 102, which exercise shall be effective upon receipt of such other form as approved notice by the CompanyCompany at its principal office. Payment for shares The notice shall specify the number of Stock purchased upon Shares with respect to which the Option is being exercised. 9.2 Each Option granted under this Option Plan shall be exercisable following the exercise dates and for the number of an Shares as shall be provided in Exhibit B to the Option Agreement. However no Option shall be made on exercisable after the effective Expiration Date, as defined for each Optionee in his or her Option Agreement. 9.3 Options granted under the Option Plan shall not be transferable by Optionees other than by will or laws of descent and distribution, and during an Optionee's lifetime shall be exercisable only by that Optionee. 9.4 The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 9.6 below, the Optionee is an employee of the Company or any of its subsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise. 9.5 Subject to the provisions of Section 9.6 below, in the event of termination of Optionee's employment with the Company or any of its subsidiaries, all Options granted to him or her will immediately be expired. A notice of termination of employment shall be deemed to constitute termination of employment. 9.6 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment with the Company or any subsidiary of the Company during an additional period of time beyond the date of such exercise by one or a combination termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the following meansOptions set forth in Section 4 of such Optionee's Option Agreement, if: (Ai) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares of Stock owned by prior to the Participant and valued at their Fair Market Value on the effective date of such exercisetermination, the Committee shall authorize an extension of the terms of all or part of the Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable; (Cii) broker assisted cashless exercise termination is without Cause (as defined below), in which event any Options still in force and unexpired may be exercised within a period of ninety (90) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options; (iii) termination is the result of death or net exercise; disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of three (3) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. The term "CAUSE" shall mean any action, omission or (D) by any such other method as state of affairs related to the Administrator may from time to time authorize Optionee which the Committee or the Board decides, in its sole discretion. Except as authorized by , is against the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary best interests of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall requireCompany. (iii) Shares of Stock purchased upon the exercise of an Option shall, as determined by the Administrator, be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercised.

TERM AND EXERCISE OF OPTIONS. (ia) Each Option shall become be exercisable as to an Optioned Share at any time beginning on the time date of this Agreement and ending on the date ten years after the date of this Agreement ("Expiration Date"). (b) The Option shall be exercisable in whole or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Optionpart; PROVIDED, the Administrator may impose such restrictions or conditions to the exercisability HOWEVER, that no partial exercise of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later for an aggregate Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of an Option shall not cause the tenth anniversary expiration, termination or cancellation of the date of grant remaining portion thereof. Upon the partial exercise of the Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Advisory Director together with the delivery of the certificates described in section 2(e) hereof. (iic) An The Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Advisory Director. The Advisory Director may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Advisory Director, the Option shall be exercisable only by him. The Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Advisory Director and delivered to the Participant or such other individual Advisory Director as soon as practicable following the effective date on which the Option is exercised. (f) The exercise of all or any portion of the Option shall have the effect of reducing the number of Optioned Shares by the number of shares of Common Stock acquired upon such exercise. At the close of business on the Expiration Date, the number of Optioned Shares available for purchase shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (ia) Each Converted Option shall become be exercisable as to an Optioned Share at the any time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of beginning on the date of grant of this Agreement and ending on the OptionApplicable Expiration Date for such Optioned Share; PROVIDED, HOWEVER, that the Converted Option shall be subject to earlier expiration as provided in section 2(f) hereof. (iib) An The Converted Option shall be exercisable in whole or in part; PROVIDED HOWEVER, that no partial exercise of the Converted Option shall be for an aggregate Applicable Exercise Price of less than One Thousand Dollars ($1,000). The partial exercise of a Converted Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the partial exercise of the Converted Option, this Agreement, marked with any notations deemed appropriate by the Corporation, shall be returned to the Option Holder together with the delivery of the certificates described in section 2(e) hereof. (c) The Converted Option shall be exercised by delivering notice to the form Corporation's principal office, to the attention of its Corporate Secretary, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement, shall specify the number of exercise provided Optioned Shares with respect to which the Converted Option is being exercised and the effective date of the proposed exercise, and shall be signed by the Company or Option Holder. The Option Holder may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise, in such other form as approved by which case the CompanyAgreement shall be returned to him. Payment for shares of Stock Optioned Shares purchased upon the exercise of an the Converted Option shall be made on the effective date of such exercise by one or a combination of the following means: either (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; transfer or (Bii) subject to the approval of the Corporation, in shares of Stock common stock of the Corporation ("Common Stock") owned by the Participant Option Holder and valued at their Fair Market Value (as defined in section 8 hereof) 3 on the effective date of such exercise; (C) broker assisted cashless exercise , or net exercise; partly in shares of Common Stock with the balance in cash, by certified check, bank cashier's check or (D) by any such other method as the Administrator may from time to time authorize in its sole discretionwire transfer. Except as authorized by the Administrator, any Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Corporate Secretary of the Company (or his designee)Corporation, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Corporate Secretary of the Company Corporation shall requirerequire from time to time. (iiid) Shares During the life of the Option Holder, the Converted Option shall be exercisable only by him. The Converted Option shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (e) Certificates for shares of Common Stock purchased upon the exercise of an the Converted Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual entitled to receive such shares, Option Holder and delivered to the Participant or such other individual Option Holder as soon as practicable following the effective date on which the Converted Option is exercised. (f) In the event of the death of the Option Holder, the Converted Option shall remain exercisable until the expiration of one year after such death, on which date the Converted Option shall expire; PROVIDED, HOWEVER, that the Converted Option shall not be exercisable as to any Optioned Share after the Applicable Expiration Date for such Optioned Share. (g) The exercise of all or any portion of the Converted Option shall have the effect of reducing the number of Optioned Shares available for purchase at the Applicable Exercise Price by the number of shares of Common Stock acquired upon such exercise. At the close of business on any Applicable Expiration Date, the number of Optioned Shares available for purchase at the Applicable Exercise Price for the Optioned Shares subject to such Applicable Expiration Date shall be reduced to zero. At the close of business on the first anniversary of the Option Holder's death, the total number of Optioned Shares available for purchase hereunder shall be reduced to zero.

TERM AND EXERCISE OF OPTIONS. (i1) Each Option shall become exercisable at the time or times determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator The Committee shall determine the vesting schedule and set forth in the applicable Award Agreement the expiration date of each Option; provided, which however, that no Incentive Stock Option shall be no later exercisable more than the tenth anniversary of 10 years after the date of grant of the Optiongrant. (ii2) An Option may be exercised for all or any portion of the shares as to which it is exercisable, provided, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. (3) An Option shall be exercised by delivering notice (in the form attached to the Award Agreement, if a form of notice is attached) to the Company's principal office, to the attention of its Secretary, no less than one business day in advance of the effective date of the proposed exercise. Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise provided and shall be signed by the Company Participant or in such other form as approved by person then having the Companyright to exercise the Option. Such notice may be withdrawn at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: (Ai) in cash or cash, by personal check, certified check, bank cashier’s 's check or wire transfer; (Bii) in by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the full amount of the purchase price, (iii) by delivering shares of Common Stock owned by the Participant and with appropriate stock powers, (iv) by electing to have the Company retain shares of Common Stock which would otherwise be issued on the exercise of the Option, or (v) any combination of the foregoing forms. In determining the number of shares of Common Stock necessary to be delivered to or retained by the Company, such shares shall be valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretion. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares to the Secretary of the Company (or his designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall requireexercise date. (iii4) Shares Certificates for shares of Common Stock purchased upon the exercise of an Option shall, as determined by the Administrator, shall be evidenced by a book entry record or certificate issued in the name of or for the account of the Participant or other individual person entitled to receive such shares, and delivered to the Participant or such other individual person as soon as practicable following the effective date on which the Option is exercised.

TERM AND EXERCISE OF OPTIONS. (i) Each The term of each Option shall become exercisable at the time or times be determined by the Administrator and set forth in the applicable Award Agreement. At the time of grant of an Option, the Administrator may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance criteria. Subject to Section 2.02(d) hereof, the Administrator shall determine and set forth in the applicable Award Agreement the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. (ii) An Option shall be exercised by delivering the form of notice of exercise Board; provided by the Company or in such other form as approved by the Company. Payment for shares of Stock purchased upon that the exercise of an Option shall in no event be made more than ten years and one month from the date of grant. An Agreement may in the discretion of the Board contain provisions relating to vesting of Options. Not less than 100 shares may be purchased at any one time unless the number purchased is the total number at the time purchasable under the Option. During the lifetime of the optionee, the Option shall be exercisable only by him or her and shall not be assignable or transferable by him or her and no person shall acquire any rights therein. An Option may be transferred (unless the Board otherwise prescribes) by will or the laws of descent and distribution. Every Agreement shall provide that, unless earlier terminated, Options granted pursuant to this Plan shall be exercisable at any time on or after the date of exercise set forth in the Agreement. Notwithstanding the foregoing, an Option shall terminate and may not be exercised if the Employee to whom it is granted ceases to be employed by the Company, except that the Agreement may, in the discretion of the Board, provide: (1) that, if such Employee's employment terminates for any reason other than conduct that in the judgment of the Board involves dishonesty or action by the Employee that is detrimental to the best interest of the Company, then the Employee may at any time within three months after termination of his or her employment exercise his or her Option but only to the extent the Option was either exercisable by him or her or vested on the effective date of termination of employment; (2) that, if such Employee's employment terminates on account of total and permanent disability, then the Employee may at any time within one year after termination of his or her employment exercise by one his or a combination her Option with respect to all shares to which it pertains; and (3) that, if such Employee dies while in the employ of the Company, or within the three month or one year period following means: termination of his or her employment as described in clause (A1) in cash or (2) above, then his or her Option may be exercised with respect to all shares to which it pertains at any time within one year following his or her death by the person or persons to whom his or her rights under the Option shall pass by will or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares the laws of Stock owned by the Participant descent and valued at their Fair Market Value on the effective date of such exercise; (C) broker assisted cashless exercise or net exercise; or (D) by any such other method as the Administrator may from time to time authorize in its sole discretiondistribution. Except as authorized by the Administrator, any payment in shares of Stock shall be effected by the delivery of such shares Notwithstanding anything to the Secretary of the Company (or his designee)contrary in this subsection, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require. (iii) Shares of Stock purchased upon the exercise of an Option shall, as determined may not be exercised by anyone after the Administrator, be evidenced by a book entry record or certificate issued in the name expiration of or for the account of the Participant or other individual entitled to receive such shares, and delivered to the Participant or such other individual as soon as practicable following the effective date on which the Option is exercisedits term.