Common use of Exercise of Option Clause in Contracts

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to shall, in the Company an instrument in writing signed manner directed by the Option HolderCompany, specifying specify the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. In addition, in lieu of making payment of the exercise price of the Option and receiving the number of Shares for which the Option is being exercised as described above, the Option Holder may instead elect to exercise the Option by making no cash exercise price payment but having the Company issue to the Option Holder the number of Shares (rounded down to the nearest whole number) equal to the net result obtained by (A) subtracting the exercise price per Share from the Fair Market Value per Share on the date of exercise, (B) multiplying the difference by the number of Shares for which the Option is being exercised, and (C) dividing the product by the Fair Market Value per Share on the date of exercise. For the avoidance of doubt, if the calculation in the immediately preceding sentence results in a negative number, no Shares will be issued upon exercise. Option Shares will be issued accordingly by the Company, and a share certificate dispatched or electronic delivery of such Option Shares to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which Common Stock being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount (d) by withholding Option Shares equal to their the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares are not publicly traded, an amount equal to the book value result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share at of Common Stock subject to the end Option, and the Optionee may retain the shares of Common Stock the most recent fiscal quarter) multiplied by the fraction ownership of the fractional share which would otherwise have been issued hereunderis attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)Company, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketmonths) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereofacceptable. Option Shares will be issued accordingly by the CompanyCompany within 15 business days, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order (a) Subject to exercise the OptionSection 2, the Vested Portion of the Option Holder shall submit may be exercised by delivering to the Company an instrument in writing signed by at its principal office written notice of intent to so exercise; provided that the Option Holder, specifying may be exercised with respect to whole Shares only. Such notice shall specify the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the Option Price in cash or by check or wire transfer; provided, however, that payment of such aggregate Option Price may instead be made, in whole or in part, by one or more of the following: (i) provided that the Company is not then contractually prohibited from permitting exercise in this fashion, the delivery to the Company in cash of a certificate or Shares already owned certificates representing Shares, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Option Holder Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total to be valued at their aggregate Fair Market Value on the date of such exercise), provided that if a certificate or certificates representing Shares in excess of the amount required are delivered, a certificate (as defined belowor other satisfactory evidence of ownership) equal to representing the exercise price, or in a combination excess number of cash and such Shares, Shares shall promptly be deemed acceptable for purposes hereof. Option Shares will be issued accordingly returned by the Company, and (ii) a share certificate dispatched reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Shares, provided that the Company is not then contractually prohibited from permitting exercise in this fashion, or (iii) other cashless exercise procedures approved by the Committee. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon until the Participant has given written notice of exercise of the Option. If , paid the Option Price in full for such Shares and, if applicable, has satisfied any fractional interest other conditions pursuant to the Plan or this Agreement (including provisions for the payment of applicable withholding taxes, which provisions may be made in a Share would be deliverable upon the exercise any of the ways in which the Option Price may be paid). Notwithstanding anything to the contrary contained in whole this Agreement or in part but the Plan, for the provisions purposes of this paragraphSection 5(a), the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly tradedof a Share shall, an amount equal to the book value per share at the end extent necessary to avoid incurring “additional tax,” interest or penalties under Section 409A of the most recent fiscal quarter) multiplied by Code, not be treated as greater than the fraction “fair market value” of a Share determined consistently with Section 409A of the fractional share which would otherwise have been issued hereunder. Anything to Code and the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high regulations and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeguidance promulgated thereunder.

Exercise of Option. In order The Option granted hereby shall be exercisable, subject to exercise the provisions of the preceding Paragraphs 3 and 4, in whole or in part, at any time and from time to time during the term of the Option, the provided such exercise is for a whole number of Shares. The Option Holder shall submit be exercised by signing and returning to the Company, at the office of the Company an instrument at the address set forth in writing Paragraph 11 hereof, to the attention of the President of the Company, the "Notice of Exercise" which is set forth as Exhibit A hereto, together with the tender of the purchase price which shall be payable in United States dollars. Such Notice of Exercise shall be signed by the Option Holderperson exercising the Option, specifying shall state the whole number of Option Shares in with respect of to which the Option is being exercised, accompanied by payment, in a manner acceptable to exercised and shall otherwise comply with the Company (which shall include a broker assisted exercise arrangement), terms and conditions of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysthis Agreement. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the Notice of Exercise is received. The certificate or certificates for the Shares as to which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option (or if the Optionee requests in the Notice of Exercise, shall be registered in the name of the Optionee and another person jointly with right of survivorship). In the event of the death of the Optionee, the Option, to the extent exercisable but not exercised as of the date of death, may be required exercised by the estate of the Optionee or by any person or person who acquired the right to issue fractional Shares upon exercise the exercise Option by bequest or inheritance from the Optionee or by reason of the death of such Optionee. In such event, the Option must be exercised, if at all, within the originally prescribed term of the Option. If In the event that the Option shall be exercised by any fractional interest in a Share would person or persons other than the Optionee, such Notice of Exercise shall be deliverable accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Shares that shall be purchased upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, as provided herein shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high fully paid and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangenonassessable.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount (d) by withholding Option Shares equal to their the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares are not publicly traded, an amount equal to the book value result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share at of Common Stock subject to the end Option, and the Optionee may retain the shares of Common Stock the most recent fiscal quarter) multiplied by the fraction ownership of the fractional share which would otherwise have been issued hereunderis attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Optionee has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their valued at its Fair Market Value (or if any Shares are not publicly traded, an amount equal to on the book value per share at the end date of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderexercise. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Option Shares hereunder Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, as soon as practicableat its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)Company, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the CompanyCompany within 15 business days, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise the Option, the The Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall may be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option exercised in whole or in part but by the Participant after the Vesting Date (or the date provided pursuant to Exhibit A) upon notice to the Company together with provision for payment of the provisions Xxxxx Xxxxx and applicable withholding taxes. Such notice shall be given in the manner prescribed by the Company and shall specify the date and method of this paragraphexercise and the number of shares being exercised. The Participant acknowledges that the laws of the country in which the Participant is working at the time of grant or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax, or labor matters) or Company accounting or other policies dictated by such country’s political or regulatory climate, may restrict or prohibit any one or more of the Companystock option exercise methods described in the Prospectus, that such restrictions may apply differently if the Participant is a resident or expatriate employee, and that such restrictions are subject to change at any time. The Committee may suspend the right to exercise the Option during any period for which (a) there is no registration statement under the Securities Act of 1933, as amended, in lieu effect with respect to the shares of delivering Common Stock issuable upon exercise of the Option, or (b) the Committee determines, in its sole discretion, that such suspension would be necessary or advisable in order to comply with the requirements of (i) any applicable federal securities law or rule or regulation thereunder; (ii) any rule of the New York Stock Exchange or other self-regulatory organization; or (iii) any other federal or state law or regulation (an “Option Exercise Suspension”). To the extent the vested and exercisable portion of the Option remains unexercised as of the close of business on the date the Option expires (the Expiration Date or such fractional share thereforearlier date that is the last date on which the Option may be exercised under the Option Rules of Exhibit A if the Participant’s employment with the Travelers Group has ended), shall pay a cash adjustment therefor that portion of the Option will be exercised without any action by the Participant in an amount equal to their accordance with Section 7.5 of the Plan if the Fair Market Value (or if any Shares are not publicly traded, an amount equal to of a share of Common Stock on that date is at least $0.01 greater than the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingXxxxx Xxxxx, the Company shall not be obligated to issue any exercise will result in Participant receiving at least one incremental share, and no Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, Exercise Suspension is then in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeeffect.

Exercise of Option. In order The Option may be exercised for all, or from time to exercise the Optiontime any part, of the Option Holder Shares for which it is then exercisable. The exercise date shall submit to be the date the Company an instrument in writing receives a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment(a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which which, at the discretion of the Company, shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercisedexercised and (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). Payment The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in cash or full at the time of exercise at the election of the Option Holder (i) in cash, (ii) in Shares already owned having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that, such Shares have been held by the Option Holder for no less than six months, (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketiii) and having a total Fair Market Value (as defined below) equal to the exercise price, or partly in a combination of cash and partly in such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by or (iv) through the Company, and delivery of irrevocable instructions to a share certificate dispatched broker to deliver promptly to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at aggregate Option Price for the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderShares being purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such the Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), payment of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company exercised in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketmonths) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the CompanyCompany within 15 business days, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise the Option, the The Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall may be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option exercised in whole or in part but by the Participant after the Vesting Date (or the date provided pursuant to Exhibit A) upon notice to the Company together with provision for payment of the provisions Xxxxx Xxxxx and applicable withholding taxes. Such notice shall be given in the manner prescribed by the Company and shall specify the date and method of this paragraphexercise and the number of shares being exercised. The Participant acknowledges that the laws of the country in which the Participant is working at the time of grant or exercise of the Option (including any rules or regulations governing securities, foreign exchange, tax, or labor matters) or Company accounting or other policies dictated by such country's political or regulatory climate, may restrict or prohibit any one or more of the Companystock option exercise methods described in the Prospectus, that such restrictions may apply differently if the Participant is a resident or expatriate employee, and that such restrictions are subject to change at any time. The Committee may suspend the right to exercise the Option during any period for which (a) there is no registration statement under the Securities Act of 1933, as amended, in lieu effect with respect to the shares of delivering Common Stock issuable upon exercise of the Option, or (b) the Committee determines, in its sole discretion, that such suspension would be necessary or advisable in order to comply with the requirements of (i) any applicable federal securities law or rule or regulation thereunder; (ii) any rule of the New York Stock Exchange or other self-regulatory organization; or (iii) any other federal or state law or regulation (an "Option Exercise Suspension"). To the extent the vested and exercisable portion of the Option remains unexercised as of the close of business on the date the Option expires (the Expiration Date or such fractional share thereforearlier date that is the last date on which the Option may be exercised under the Option Rules of Exhibit A if the Participant’s employment with the Travelers Group has ended), shall pay a cash adjustment therefor that portion of the Option will be exercised without any action by the Participant in an amount equal to their accordance with Section 7.5 of the Plan if the Fair Market Value (or if any Shares are not publicly traded, an amount equal to of a share of Common Stock on that date is at least $0.01 greater than the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingXxxxx Xxxxx, the Company shall not be obligated to issue any exercise will result in Participant receiving at least one incremental share, and no Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, Exercise Suspension is then in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeeffect.

Exercise of Option. In order The Over-allotment Option granted pursuant to exercise Section 1(d) hereof may be exercised by the Option, Representative as to all (at any time) or any part (from time to time) of the Option Holder shall submit Shares and/or the Option Pre-Funded Warrants and/or the Option Purchase Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company an instrument in writing signed by from the Option HolderRepresentative, specifying setting forth the whole number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants to be purchased and the date and time for delivery of and payment for such Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants, which will not be earlier than two Business Days, in respect of which the event the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value Closing Date (as defined below) equal to does not occur on the exercise priceClosing Date, or in a combination later than three Business Days after the date of cash and the notice or such Shares, other time as shall be deemed acceptable agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for purposes hereof. all of the Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants will be issued accordingly by as set forth in the Company, and a share certificate dispatched to notice (hereinafter the “Option Holder within 30 daysClosing Date”). The Company shall not be required to issue fractional Shares upon the Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. If any Option Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional interest in a Share would be deliverable upon shares as the exercise of Representative may determine) that bears the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal same proportion to the book value per share at number of Firm Securities to be purchased as set forth on Schedule I opposite the end name of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything such Underwriter bears to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance total number of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeFirm Securities.

Exercise of Option. In order (a) Optionee may exercise only vested portions of this Option and only in the following manner. From time to exercise time prior to the earlier to occur of (i) the termination hereof in accordance with the provisions of this Option, or (ii) the Expiration Date (as set forth in Paragraph 5 herein) with respect to a given portion of this Option, the Option Holder shall submit Optionee may give written notice to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect his or her election to purchase some or all of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which this Option may be exercised at the time of such notice. Said notice shall specify the number of Option Shares to be purchased and shall be accompanied (i) by payment therefor in cash and (ii) by such agreement, statement or other evidence as the Company may require in order to satisfy itself that the issuance of the Option is Shares being exercisedpurchased pursuant to such exercise and any subsequent resale thereof will be in compliance with applicable laws and regulations, including without limitation all applicable federal and state securities laws and regulations. Payment to the Company in cash or Shares already owned by This Option shall not be exercisable for any fractional share. a Certificates for the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has so purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by to the CompanyOptionee upon compliance to the satisfaction of the Company with all requirements under applicable laws or regulations in connection with such issuance, including without limitation, if said Option Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), receipt of a representation from the Optionee upon each exercise of this Option that the Optionee is purchasing the Option Shares for his or her own account and not with a view to any resale or distribution thereof, the legending of any certificate representing said Option Shares, and the imposition of a share certificate dispatched stop transfer order with respect thereto, to prevent a resale or distribution in violation of federal or state securities laws. Until the Option Holder within 30 days. The Company Optionee shall not be required to issue fractional Shares upon have complied with the exercise requirements hereof and of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingPlan, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the MRC (as defined in the Plan) as to such compliance shall be final and binding on the Optionee. The Optionee shall not be obligated deemed for any purpose to issue be the owner of any Option Shares hereunder if the issuance of subject to this Option until such Option Shares would violate shall have been issued in accordance with the foregoing provisions. b Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable (i) after its termination in accordance with the provisions hereof, (ii) after the Expiration Date applicable thereto (as set forth in Paragraph 5 herein), or (iii) at any applicable lawtime unless all necessary regulatory or other approvals have been received. c To the extent that this Option is not exercised in full, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such will be deemed to have been exercised first for any remaining Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share Installment (as defined in Paragraph 5 herein) which would otherwise expire on the immediately preceding date (ornext succeeding Expiration Date, if then for any remaining Option Shares in the Shares were not traded on that day, the next preceding day that the Shares were traded) Installment which would otherwise expire on the principal exchange on second succeeding Expiration Date and so on, thereby reducing the number of Option Shares with respect to which the Shares are traded, as such prices are officially quoted this Option will expire on such exchangeExpiration Dates.

Exercise of Option. In order to exercise The option hereby granted shall be exercised by the Option, the Option Holder shall submit delivery to the Company an instrument in writing Treasurer of the Corporation or his delegate, from time to time, of written notice, signed by the Option HolderOptionee, specifying the whole number of Option Shares in respect of which shares the Option is being exercisedOptionee then desires to purchase, accompanied by paymenttogether with cash, in a manner acceptable certified check, bank draft or postal or express money order to the Company (which shall include a broker assisted exercise arrangement), order of the Option Price Corporation for an amount in United States dollars equal to the sum of: (a) the option price of such shares and (b) an amount sufficient to pay all state and federal withholding taxes (including, without limitation, FICA) with respect to the exercise (the total of (a) and (b) shall be referred to as the "Exercise Amount"). In the alternative, the Optionee may tender payment for the Option Shares for which option shares in the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period form of six months or has purchased such Shares on the open market) and shares of Timber Stock having a total Fair Market Value (as defined below) on the date of exercise equal to the exercise price, Exercise Amount or in a combination of cash (i) shares of Timber Stock and such Shares(ii) cash, certified check, bank draft or postal or express money order to the order of the Corporation in an amount in United States dollars equal to the difference between the Exercise Amount and the Fair Market Value of the tendered shares of Timber Stock on the date of exercise. If the written notice of exercise is mailed, the date of its receipt by the Treasurer of the Corporation or his delegate shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by considered the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the date of exercise of the Optionoption by the Optionee. If An exercise of stock options granted under this Agreement will generate compensation subject to federal and state tax withholding (including, without limitation, FICA withholding) in the calendar year of each exercise, and all such withholding taxes shall be the responsibility of the Optionee. The Committee may also authorize alternative procedures for exercising options under this Agreement. Within thirty (30) business days after any fractional interest in a Share would be deliverable upon the such exercise of the Option option in whole or in part but for by the provisions of this paragraphOptionee, the CompanyCorporation shall deliver to the Optionee a certificate or certificates representing the aggregate number of shares with respect to which such option shall be so exercised, registered in the Optionee's name. The Optionee shall not have the right, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end exercise of the most recent fiscal quarter) multiplied by option, to surrender the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingoption granted hereby, the Company shall not be obligated to issue or any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawportion thereof, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of laworder to receive shares covered by this option grant. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange7.

Exercise of Option. In order The Option may be exercised for all, or from time to exercise the Optiontime any part, of the Option Holder Shares for which it is then exercisable. The exercise date shall submit to be the date the Company an instrument in writing receives a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment(a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which which, at the discretion of the Company, shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercisedexercised and (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Compensation Committee of the Board of Directors of the Company (or if there is no such committee, then the Board of Directors of the Company) (the "Committee") are made). Payment The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in cash or Shares already owned by full at the time of exercise at the election of the Option Holder (provided that the Option Holder has owned such i) in cash, (ii) in Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise priceaggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, or that, such Shares have been held by the Option Holder for no less than six months, (iii) partly in a combination of cash and partly in such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by or (iv) through the Company, and delivery of irrevocable instructions to a share certificate dispatched broker to deliver promptly to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at aggregate Option Price for the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderShares being purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such the Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. (a) The Option may only be exercised by Parametric, in whole or in part, at any time or from time to time, after the Acquisition Agreement becomes terminable under circumstances which would entitle Parametric to a payment under Section 7.3(d) of the Acquisition Agreement upon its termination, regardless of whether the Acquisition Agreement is terminated pursuant to such provisions or whether an Alternative Transaction is consummated (any of the events specified in this sentence being referred to herein as an "Exercise Event"). Computervision shall notify Parametric promptly in writing of the occurrence of any Exercise Event, it being understood that the giving of such notice by Computervision shall not be a condition to the right of Parametric to exercise the Option. In order the event Parametric wishes to exercise the Option, the Option Holder Parametric shall submit deliver to the Company Computervision a written notice (an instrument in writing signed by the Option Holder, "Exercise Notice") specifying the whole total number of Option Shares it wishes to acquire. Each closing of a purchase of Option Shares (a "Closing") shall occur on a date and at a time designated by Parametric in respect an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to Parametric. Upon the giving by Parametric to Computervision of the Exercise Notice and the tender of the applicable aggregate Exercise Price and provided that the conditions to Computervision's obligation to issue the Option is being exercisedShares to Parametric hereunder set forth in Section 3 have been satisfied or waived, accompanied by payment, in a manner acceptable Parametric shall be deemed to be the Company (which shall include a broker assisted exercise arrangement), holder of record of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided issuable upon such exercise, notwithstanding that the Option Holder has owned such Shares for a minimum period stock transfer book of six months Computervision shall then be closed or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of that certificates representing such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may shall not then be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeactually delivered to Parametric.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Optionee has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their valued at its Fair Market Value (or if any Shares are not publicly traded, an amount equal to on the book value per share at the end date of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderexercise. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Option Shares hereunder Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the "Act"), the Company shallmay, as soon as practicableat its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In order Resources may exercise the Option by giving written notice thereof to Regco during the Option Period. Subject to compliance with Section 3.3, and to satisfaction of the Regulatory Conditions to Exercise, delivery of and payment for the Shares (assuming the Option has been so exercised) shall be made at 10:00 A.M., Houston time, on the later of (a) the third business day following the giving of such notice (or such other date as the parties agree) and (b) the first business day following the satisfaction of the Regulatory Conditions to Exercise (satisfaction of which shall be a condition precedent to such delivery and payment) (which date shall be the "Option Closing Date"), provided that if the amount of any Control Premium Amount included in the exercise price has not been determined by Final Order of the PUCT prior to the date for delivery and payment so determined, the payment made on the date so determined shall exclude any Control Premium Amount and such Control Premium Amount shall be paid in immediately available funds no later than 5 business days after the PUCT issues a Final Order determining market value under Section 39.262(h)(3) of the Utilities Code. Delivery of the Shares shall be made to Resources against payment by Resources of the purchase price by wire transfer payable in same-day funds to the account specified by Regco. Delivery of the Shares shall be made by delivery to Resources of stock certificates representing the Shares, accompanied by appropriate stock powers or other instruments in proper form to effect such transfer. If Resources determines prior to the Option Period and within one year prior to the anticipated Option Closing Date that it intends in good faith, subject to economic conditions and other reasonable assumptions identified at such time, to exercise the Option, it and Regco shall make all appropriate regulatory filings, including filings under the Option Holder shall submit Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act ("H-S-R") and the Nuclear Regulatory Commission, with a view to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), obtaining required approvals or expiration or termination of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum applicable waiting period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched prior to the Option Holder within 30 daysExercise Date. The Company Regco and Resources shall not use commercially reasonable efforts to cause all other Regulatory Conditions to Exercise to be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of satisfied as promptly as practicable after the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeExercise Date.

Exercise of Option. In order (a) The Option may be exercised only by (i) the Optionee's completion, execution and delivery to the Company of a notice of exercise and, if required by the Company, an "investment letter" as supplied by the Company confirming the Optionee's representations and warranties in section 16 of this Agreement, including the representation that the Optionee is acquiring the Shares for investment only and not with a view to the resale or other distribution thereof, and (ii) the payment to the Company, pursuant to the terms of this Agreement, of an amount equal to the Purchase Price multiplied by the number of Shares being purchased as specified in the Optionee's notice of exercise. The Optionee's right to exercise the Option, the Option Holder shall submit be conditioned upon and subject to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by paymentsatisfaction, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)Company, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company any withholding liability under any state or federal law arising in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the connection with exercise of the Option. If any fractional interest in a Share would be deliverable upon the The Optionee must provide notice of exercise of the Option with respect to no fewer than 100 Shares (or any lesser number of Shares with respect to which the Option is vested and exercisable). The Optionee's notice of exercise shall be given in whole the manner specified in section 23, but any exercise of the Option shall be effective only when the items required by the preceding sentence are actually received by the Company. The notice of exercise and the "investment letter" may be in the form set forth in Exhibit A attached to this Agreement. Payment of the aggregate exercise price may be made in cash or by check payable to the order of the Company for an amount in part but U.S. dollars equal to the option price of such shares. Payment may also be made by delivery of shares of Stock held by the Optionee for the provisions of this paragraph, requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes, as determined by the Committee in lieu of delivering any such fractional share thereforits discretion, shall pay a cash adjustment therefor in and having an amount equal to their aggregate Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per amount of cash that would otherwise be required to pay the full option price, or by authorizing a third party to sell a portion of the shares acquired upon exercise of the Option and remit to the Company a sufficient portion of the sales proceeds to pay the full option price. Payment may also be made by combining the above methods. To the extent that shares are used in making full or partial payment of the option price, each such share will be valued at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean thereof as of the mean between date of exercise. Any overpayment will be promptly refunded, and any underpayment will be deemed an exercise of such lesser whole number of shares as the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeamount paid is sufficient to purchase.

Exercise of Option. In order The Option may be exercised by delivering to the Corporation at the office of the Corporate Secretary (a) a written notice, signed by the person entitled to exercise the Option, stating the designated number of Shares such person then elects to purchase; provided, however, that in the discretion of the Corporation, notice sent through an approved electronic means may be substituted for a signed, written notice, (b) payment in an amount equal to the full exercise price for the Shares to be purchased, and (c) if the Option Holder shall submit is exercised by any person other than the Employee, such as the Employee’s Beneficiary, evidence satisfactory to the Company an instrument Corporation that such person has the right to exercise the Option. Payment of the exercise price shall be made (i) in writing signed cash, (ii) in previously acquired shares of Common Stock of the Corporation, or (iii) in any combination of cash and such shares. In addition to the foregoing, subject to the consent of the Corporation at the time of exercise in a manner consistent with Plan, the Option may be exercised in a “net exercise”, pursuant to which the Corporation shall reduce the number of Shares issuable upon exercise of the Option by the Option Holder, specifying the largest whole number of Shares with an aggregate Fair Market Value that does not exceed such exercise price and shall accept a cash or other payment from the undersigned to the extent of any remaining balance of such exercise price not satisfied by such reduction in the number of whole Shares to be issued (provided, however, that Shares will no longer be outstanding under the Option to the extent of such reduction in the number of whole Shares to be issued that are used to pay such exercise price pursuant to such “net exercise”). Shares tendered in payment of the exercise price that have been acquired through an exercise of a stock option must have been held at least six (6) months prior to exercise of the Option and shall be valued at the Fair Market Value on the date of such exercise. Upon the exercise of the Option, the Corporation shall cause the Shares in respect of which the Option is being exercised, accompanied shall have been so exercised to be issued and delivered by payment, in crediting such Shares without restriction on transfer to a manner acceptable to book-entry account for the Company (which shall include a broker assisted exercise arrangement), benefit of the Option Price for Employee or his or her designee or the Option Employee’s Beneficiary maintained by the Corporation’s stock transfer agent or its designee, subject to applicable withholdings and satisfaction thereof (including, if the Corporation elects, through the Corporation retaining Shares for otherwise issuable or cash otherwise to be delivered) as provided in Section 13.2 of the Plan. The Employee does not have any rights as a shareholder in respect of any Shares as to which the Option is being exercised. Payment shall not have been duly exercised and no rights as a shareholder shall exist prior to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the proper exercise of the such Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its principal office which is now located at 777 Third Avenue, Thirtieth Floor, New York, New York 10017, Attenxxxx: Xxxxx Xxxxxxxxx Xxxxxxx. Xxxx xxxxxx xxxxx xxxxx xhe election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the person or persons so exercising the Option. In order the event that the Option shall be exercised pursuant to paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option, the Option Holder shall submit to as may be reasonably required by the Company an instrument and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the shares being purchased in writing signed by cash or cash equivalents. The certificate or certificates for the Option Holder, specifying the whole number of Option Shares in respect of shares as to which the Option is being exercised, accompanied by payment, shall have been so exercised shall be registered in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), name of the Option Price for person or persons so exercising the Option Shares for which and shall be delivered, as provided above, to or upon the written order of the person or persons exercising the Option is being exercised. Payment to as soon as practicable (except as otherwise provided below in this paragraph 9) after the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) due and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the proper exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise The holder of the Option in whole or in part but for the provisions shall not have any rights of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal stockholder with respect to the book value per share at the end of the most recent fiscal quarter) multiplied shares covered by the fraction of Option unless and until the fractional share which would otherwise certificate or certificates for such shares shall have been issued hereunderand delivered to him or her. Anything It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary herein notwithstandingcontrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any Option Shares hereunder if shares as to which the issuance option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of such Option Shares would violate the provision of any applicable law, in which event the Company shall1933, as soon amended. All shares that shall be purchased upon the exercise of the Option as practicable, take whatever action it reasonably can so that such Option Shares may provided herein shall be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high fully paid and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangenon-assessable.

Exercise of Option. In order Upon receipt of an Option Notice, the Operating Partnership shall have ninety (90) days from receipt of a Stabilization Notice and thirty (30) days from receipt of a User Sale Notice or a Liquidation Notice to send written notice to the Fund of its intention to exercise the Option, the Option Holder shall submit with respect to the Company an instrument ownership interests in writing signed any Property Entity owning a Property that is the subject to said notice (any such notice sent by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable Operating Partnership to the Company (which shall include Fund being referred to herein as a broker assisted exercise arrangement“Stabilization Option Exercise Notice”, a “User Sale Option Exercise Notice”, or a “Liquidation Option Exercise Notice”, as applicable and each, an “Option Exercise Notice”), a signed counterpart of the Purchase and Sale Agreement and a non-refundable xxxxxxx money deposit equal to five percent (5%) of the Option Price (the “Deposit’). The Fund shall deliver a signed counterpart of the Purchase and Sale Agreement to the Operating Partnership upon confirmation from the escrow agent identified in the Purchase and Sale Agreement that the Deposit has been received. The parties agree that if the Option Price is not known at the time of delivery of a Liquidation Option Exercise Notice, the purchase price set forth in the Purchase and Sale Agreement shall be the Operating Partnership’s reasonable estimate of the fair market value of the applicable Property and the Deposit shall be five percent (5%) of said estimated fair market value, provided that once the Appraisals for the Option Shares for which applicable Properties are received, the Option is being exercised. Payment parties shall promptly enter into an amendment to the Company in cash or Shares already owned by Purchase and Sale Agreement that changes the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal purchase price to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book fair market value per share at the end of the most recent fiscal quarter) multiplied by Properties as set forth in the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAppraisals.

Exercise of Option. In order to exercise the OptionWhile this Option remains exercisable, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in Optionee may exercise a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), vested portion of the Option by delivering to the Corporation or its designee in the form and at the location specified by the Corporation, notice stating the Optionee's intent to exercise a specified number of shares subject to the Option and payment of the full Exercise Price for the Option Shares specified number of shares. The payment for which the Option is being exercised. Payment full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise order of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option Corporation, (iii) in whole or in part but for in Common Stock of the provisions of this paragraphCorporation owned by the Optionee, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their valued at Fair Market Value or (or iv) if any Shares are not publicly traded, an amount equal available to the book value per share at Optionee, by "cashless exercise", by the end Optionee delivering to his/her securities broker instructions to sell a sufficient number of shares of Common Stock to cover the Exercise Price, applicable tax obligations and the brokerage fees and expenses associated therewith. Shares of Common Stock of the most recent fiscal quarter) multiplied Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the fraction Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the fractional share Corporation. The exercise date for the Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which would otherwise have been issued hereunderthe Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full of the Option Shares to be exercised. Anything Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the contrary herein notwithstandinglast day of the Option term, as set forth in Section II above, except as provided in Section IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, the Company Corporation shall issue certificates in accordance with the terms of this Agreement, or cause the Corporation's transfer agent to make the necessary book entries, for the shares subject to the exercised portion of the Option. However, the Corporation shall not be obligated liable to issue the Optionee, the Optionee's personal representative, or the Optionee's successor(s)-in-interest for damages relating to any Option Shares hereunder if delays in issuing the certificates or in making book entries, any loss of the certificates, or any mistakes or errors in the issuance of such Option Shares would violate the provision of any applicable lawcertificates or in making book entries, or in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangecertificates themselves.

Exercise of Option. In order The Option may be exercised by written notice to the Company or to such agent as the Company shall designate. The notice shall state the election to exercise the Option, the Option Holder number of Shares for which it is being exercised and shall submit to the Company an instrument in writing be signed by the person or persons so exercising the Option. The Option Holdermay not be exercised unless such exercise is in compliance, specifying to the whole number reasonable satisfaction of the Company with all applicable federal and state securities laws as in effect on the date of exercise. The Option may not be exercised as to fewer than 100 Shares in respect of unless it is exercised as to all Shares as to which the Option is being exercised, then exercisable. The exercise notice must be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), payment of the Option Price for full exercise price of the Option Shares for which the Option is being exercised. Payment to , or evidence of satisfaction of one of the alternative payment methods set forth on Section 8, and the Company in cash shall deliver a certificate or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and certificates representing such Shares, or cause such Shares to be delivered electronically, as soon as practicable after the notice shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysreceived. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any may postpone such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if delivery until it receives satisfactory proof that the issuance of such Option Shares would will not violate any of the provision provisions of the Securities act of 1933, as amended, or the Exchange Act, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable lawstate law relating to authorization, in which event issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. The Optionee understands that the Company shallis under no obligation to register or qualify the Shares with the SEC, as soon as practicable, take whatever action it reasonably can any state securities commission or any stock exchange to effect such compliance. The certificate or certificates shall be registered in the name of the person or persons so that such exercising the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that dayOption is exercised by the Optionee and the Optionee shall so request in the notice exercising the Option, shall be registered in the next preceding day that name of the Shares were traded) on Optionee and another person jointly, with right of survivorship). In the principal exchange on which event the Shares are tradedOption shall be exercised, as pursuant to Section 6 hereof, by any person or persons other than the Optionee, such prices are officially quoted on notice shall be accompanied by appropriate proof of the right of such exchangeperson or persons to exercise the Option.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which Common Stock being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be approved by the CompanyBoard from time to time to the extent permitted by applicable law, or (e) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in lieu the full amount of delivering any all federal and state withholding or other employment taxes applicable to the taxable income of such fractional share thereforParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall pay a cash adjustment therefor in an amount equal to their be valued at its Fair Market Value (on the date of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or if any otherwise deliver to the Optionee upon such exercise a number of Option Shares are not publicly traded, an amount equal to the book value per share at result obtained by dividing (a) the end excess of the most recent fiscal quarter) multiplied by the fraction aggregate Fair Market Value of the fractional share total number shares of Common Stock subject to the Option for which would otherwise have been issued hereunderthe Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order This option may be exercised by the person then entitled to do so as to any vested and exercisable Shares (a) by giving written notice of exercise the Option, the Option Holder shall submit to the Secretary of the Company an instrument in writing signed by the Option Holder(or his or her designee), specifying the whole number of Option full Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal subject to the exercise priceand (b) providing that all such exercised Shares necessary to cover the full cost of the transaction including the aggregate Exercise Price, brokerage fees, Securities and Exchange Commission charges or in a combination exchange fees, and all applicable taxes (including but not limited to income taxes, payroll taxes, transfer taxes, payment on account and social insurance contributions) required to be withheld under the laws of cash any country, state, province, city or other jurisdiction (collectively, the “Tax-Related Items”) shall be sold simultaneously with or immediately following the exercise, and such Sharesthe remaining Shares shall be delivered to the person exercising the option. Subject to compliance with applicable laws, this option shall be deemed acceptable to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of Tax-Related Items and other requirements or restrictions that may be imposed by the to comply with applicable laws or facilitate administration of the Plan. No partial exercise of this option may be for purposes hereofless than ten (10) Share lots or multiples thereof. Option Shares will be issued accordingly The Employee understands and agrees that, unless otherwise permitted by the Company, any cross-border cash remittance made to exercise this option or transfer proceeds received upon the sale of Shares must made through a locally-authorized financial institution or registered foreign exchange agency and a share certificate dispatched may require the Employee to provide to such entity certain information regarding the Option Holder within 30 daystransaction. Moreover, the Employee understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value, even below the Exercise Price. The Employee understands that neither the Company shall not be required to issue fractional Shares upon nor any Subsidiary or Affiliate is responsible for any foreign exchange fluctuation between local currency and the exercise United States Dollar or the selection by the Company or any Subsidiary or Affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value option (or if any Shares are not publicly traded, an amount equal to the book value per share at the end calculation of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeincome or Tax-Related Items thereunder).

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (e) by any combination thereof. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the CompanyOptionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in lieu which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount Option Shares equal to their the result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or if any Shares are not publicly traded, an amount equal portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share of Common Stock subject to the book value per share at Option, and the end Optionee may retain the shares of Common Stock the most recent fiscal quarter) multiplied by the fraction ownership of the fractional share which would otherwise have been issued hereunderis attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order (a) Subject to Section 2 and any electronic exercise methods implemented by the OptionCompany, any part of the Vested Portion of the Option Holder shall submit may be exercised by delivering to the Company an instrument in writing signed by on any business day at its principal office written notice of intent to so exercise; provided that the Option Holder, specifying may be exercised with respect to whole shares of Stock only. Such notice shall specify the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the Option Price of the Purchased Shares in cash or by check or wire transfer; provided, however, that, in the sole discretion of the Committee, payment of such aggregate Option Price may instead be made, in whole or in part, by one or more of the following: (i) provided that the Company is not then contractually prohibited from permitting exercise in this fashion, the delivery to the Company in cash of a certificate or Shares already owned certificates representing Stock, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Option Holder Company good and valid title to such Stock, free and clear of any pledge, commitment, lien, claim or other encumbrance (provided that the Option Holder has owned such Shares for a minimum period shares of six months or has purchased such Shares on the open market) and having a total Stock to be valued at their aggregate Fair Market Value on the date of such exercise), provided that if a certificate or certificates representing shares of Stock in excess of the amount required are delivered, a certificate (as defined belowor other satisfactory evidence of ownership) equal to representing the exercise price, or in a combination excess number of cash and such Shares, shares of Stock shall promptly be deemed acceptable for purposes hereof. Option Shares will be issued accordingly returned by the Company, and (ii) a share certificate dispatched reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Shares, provided that the Company is not then contractually prohibited from permitting exercise in this fashion, or (iii) other cashless exercise procedures approved by the Committee. The Grantee shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon until the Grantee has given written notice of exercise of the Option. If , paid the Option Price in full for such Shares and, if applicable, has satisfied any fractional interest other conditions pursuant to the Plan or this Agreement (including provisions for the payment of applicable withholding taxes, which provisions may be made in a Share would be deliverable upon the exercise any of the ways in which the Option Price may be paid). Notwithstanding anything to the contrary contained in whole this Agreement or in part but the Plan, for the provisions purposes of this paragraphSection 5(a), the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly tradedof a share of Stock shall, an amount equal to the book value per share at the end extent necessary to avoid incurring “additional tax,” interest or penalties under Section 409A of the most recent fiscal quarter) multiplied by Code, not be treated as greater than the fraction “fair market value” of a share of Stock determined consistently with Section 409A of the fractional share which would otherwise have been issued hereunder. Anything to Code and the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high regulations and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeguidance promulgated thereunder.

Exercise of Option. In order to exercise This option shall be exercised by the Option, the Option Holder shall submit delivery of written notice to the Company (the "Notice") setting forth the number of shares with respect to which the option is to be exercised and the address to which the certificates for such shares are to be mailed, together with (i) delivery of a personal, certified or bank check or postal money order payable to the order of the Company for an instrument amount equal to the option price for the number of shares specified in writing signed the Notice, or (ii) with the consent of the Committee, shares of Common Stock of the Company which (a) either have been owned by the Option HolderHolder for more than six (6) months and are not subject to restrictions under any Plan on the date of surrender or were not acquired, specifying directly or indirectly, from the whole number Company, and (b) have a fair market value on the date of Option Shares in respect of surrender not greater than the option price for the shares as to which the Option such option is being exercised, accompanied by paymentor (iii) with the consent of the Committee, in delivering to the Company a manner properly executed Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company (which to pay the purchase price; provided that in the event the Holder chooses to pay the purchase price as so provided, the Holder and the broker shall include comply with such procedures and enter into such agreement of indemnity and other agreements as the Committee shall prescribe as a broker assisted exercise arrangement), condition of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (such payment procedure; provided that the Option Holder has owned Company need not act upon such Shares for a minimum period Notice until the Company receives full payment of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a (iv) with the consent of the Committee, any combination of cash and such Shares, shall be deemed acceptable for purposes hereofmethods of payment. Option Shares will be issued accordingly by For the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise purpose of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphpreceding sentence, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book fair market value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Common Stock so delivered to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices closing price per Share share on the immediately preceding date of delivery as reported by the Nasdaq Stock Market, Inc. ("Nasdaq") or another automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), including the OTC Bulletin Board or any successor thereto or, if the Shares were Common Stock is not traded then quoted on that dayNasdaq or any such automated quotation system, the next preceding day that the Shares were traded) on the principal such registered national securities exchange on which the Shares are Common Stock is listed; provided, that, if there is no trading on such date, the fair market value shall be deemed to be the closing price per share on the last preceding date on which the Common Stock was traded, as such prices are officially . If the Common Stock is not listed on any national registered securities exchange or quoted on such exchangeNasdaq or any sich automated quotation system, the fair market value of the Common Stock shall be determined in good faith by the Committee.

Exercise of Option. In order The Option may be exercised for all, or from time to exercise the Optiontime any part, of the Option Holder Shares for which it is then exercisable. The exercise date shall submit to be the date the Company an instrument in writing receives a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment(a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which which, at the discretion of the Company, shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised, and (b) payment by the Option Holder of all payroll, withholding, or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). Payment The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in cash or full at the time of exercise at the election of the Option Holder (i) in cash, (ii) in Shares already owned having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that, such Shares have been held by the Option Holder for no less than six months, (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketiii) and having a total Fair Market Value (as defined below) equal to the exercise price, or partly in a combination of cash and partly in such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by or (iv) through the Company, and delivery of irrevocable instructions to a share certificate dispatched broker to deliver promptly to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at aggregate Option Price for the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderShares being purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such the Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order The Option shall be exercised by written notice directed to the Secretary of the Company at the principal executive offices of the Company, in substantially the form attached hereto as Exhibit A, or such other form as the Committee may hereafter approve and require. Unless the exercise is a broker-assisted "cashless exercise" as described below, such written notice shall be accompanied by full payment in cash, shares of Stock previously acquired by the OptionOptionee, or any combination thereof, for the number of shares specified in such written notice; provided, however, that if shares of Stock are used to pay the exercise price, such shares must have been held by the Optionee for at least six months. The Fair Market Value of the surrendered Stock as of the last trading day immediately prior to the exercise date shall be used in valuing Stock used in payment of the exercise price. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws, the Option Holder shall submit to may be exercised through a broker in a so-called "cashless exercise" whereby the Company an instrument in writing signed by broker sells the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment shares and delivers cash sales proceeds to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period payment of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price. In such case, or in a combination the date of cash and such Shares, exercise shall be deemed acceptable for purposes hereofto be the date on which notice of exercise is received by the Company and the exercise price shall be delivered to the Company on the settlement date. Subject to the terms of this Option Shares will Agreement, the Option may be issued accordingly exercised at any time, or from time to time in part, and without regard to any other option held by the Optionee to purchase stock of the Company, and a share certificate dispatched as to any Option Shares then vested under Paragraph 2. If this Option Agreement covers more than 1,000 shares of Stock, Optionee may exercise this Option for the Option Holder within 30 days. The Company shall not be required purchase of more than 1,000 shares of Stock, either in whole or from time to issue fractional Shares upon time in part during the course of any calendar year, only if the Optionee designates the exercise of this Option for the Option. If any fractional interest in a Share would be deliverable upon purchase of such number of shares of Stock as may exceed the number 1,000, or such larger number as may then qualify under the Code for Incentive Stock Option treatment (the "ISO Maximum") as the Optionee's exercise of the a Non-Qualified Stock Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal as to the book value per share at the end shares of the most recent fiscal quarter) multiplied Stock in excess of such ISO Maximum so acquired by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Optionee pursuant to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangethis Option.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which Common Stock being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be approved by the CompanyBoard from time to time to the extent permitted by applicable law, or (e) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in lieu the full amount of delivering any all federal and state withholding or other employment taxes applicable to the taxable income of such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value Optionee resulting from such exercise (or if any instructions to satisfy such withholding obligation by withholding Option Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderin accordance with Section 8). Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise the OptionThe Indiana Option may be exercised by SIGCORP, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for part, at any time or from time to time after the provisions Merger Agreement becomes terminable by SIGCORP under circumstances which could entitle SIGCORP to termination fees under either Section 9.3(a) of this paragraphthe Merger Agreement or Section 9.3(b) of the Merger Agreement, provided that the Companyevents specified in Section 9.3(b)(ii) of the Merger Agreement shall have occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving an Indiana Target Party or a closing by which an Indiana Target Party becomes a subsidiary), in lieu of delivering any such fractional share therefor, event by which the Merger Agreement becomes so terminable by SIGCORP being referred to herein as a "Trigger Event." Indiana shall pay a cash adjustment therefor notify SIGCORP promptly in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end writing of the most recent fiscal quarter) multiplied occurrence of any Trigger Event, it being understood that the giving of such notice by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company Indiana shall not be obligated a condition to issue any Option the right of SIGCORP to exercise the Indiana Option. In the event SIGCORP wishes to exercise the Indiana Option, SIGCORP shall deliver to Indiana a written notice (an "Exercise Notice") specifying the total number of Indiana Shares hereunder if it wishes to purchase. If at the time of issuance of any Indiana Shares pursuant to an exercise of all or part of the Indiana Option hereunder, Indiana shall not have redeemed the Indiana Rights, or shall have issued any similar securities, then each Indiana Share issued pursuant to such exercise shall also represent Indiana Rights or new rights with terms substantially the same as and at least as favorable to SIGCORP as are provided under the Indiana Rights Agreement or any similar agreement then in effect. Each closing of a purchase of Indiana Shares (a "Closing") shall occur at a place, on a date and at a time designated by SIGCORP in an Exercise Notice delivered at least two business days prior to the date of the Closing. The Indiana Option Shares would violate shall terminate upon the provision earlier of: (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to Section 9.1 thereof (other than upon or during the continuance of a Trigger Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period the Indiana Option cannot be exercised by reason of any applicable lawjudgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in which no event under this clause (iii) later than the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations third anniversary of lawthe date hereof). For purposes hereof, Fair Market Value shall mean Notwithstanding the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that dayforegoing, the next preceding day Indiana Option may not be exercised if SIGCORP is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by SIGCORP to Indiana of the Exercise Notice and the tender of the applicable aggregate Exercise Price, SIGCORP shall be deemed to be the holder of record of the Indiana Shares issuable upon such exercise, notwithstanding that the stock transfer books of Indiana shall then be closed or that certificates representing such Indiana Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshall not then be actually delivered to SIGCORP.

Exercise of Option. (a) In order to exercise this Option, Option Holder shall take all of the following actions: (i) delivering or mailing to the Company, Attention: Corporate Secretary, a notice of exercise, in the form specified by the Company, specifying therein the number of shares of Common Stock he has elected to purchase, accompanied by (A) payment in cash or by check payable to the order of the Company for the Exercise Price multiplied by the number of shares to be purchased; (B) if required, the letter described in Paragraph 6; (ii) making appropriate arrangements with the Company for the satisfaction of the withholding requirements set forth in Paragraph 8 hereof; and (iii) executing and delivering to the Company the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) and a copy of the executed Election Pursuant to Section 83(b), if applicable, in accordance with Section 5 of the Optionee Restriction Agreement attached hereto as Exhibit “A” and being executed concurrently herewith. Notwithstanding the foregoing, the aggregate purchase price to be paid upon any exercise of this Option may, if permissible under applicable state law and in the discretion of the Board of Directors of the Company (the “Board”), be paid (1) in installments or in whole or in part by a promissory note of the Option Holder (in a form reasonably satisfactory to the Company) and secured by a security interest in the shares issued upon such exercise (provided, however, that an amount equal to the par value of the Common Stock multiplied by the number of shares being issued upon exercise shall be paid in cash) and/or (2) in whole or in part by delivery to the Company of shares of Common Stock previously acquired by the Option Holder having a Fair Market Value (determined as of the date of exercise of this Option and in the manner set forth in the Plan) equal to the portion of the aggregate purchase price being paid by delivery of such shares and, in the case of (1) or (2), if and to the extent applicable, cash or a check (or, in the case of (2) only, a note) made payable to the Company for any remaining portion of the aggregate purchase price. If so requested by the Board, prior to the acceptance of shares of Common Stock in satisfaction (in whole or in part) of the purchase price upon such exercise of this Option, the Option Holder shall submit to supply the Company an instrument in writing signed by the Option HolderBoard with written representations and warranties, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in including without limitation a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided representation and warranty that the Option Holder has owned good and marketable title to such Shares for a minimum period shares, free and clear of six months or has purchased such Shares on the open market) liens and having a total Fair Market Value (as defined below) equal to the encumbrances. The exercise price, or in a combination of cash and such Shares, this Option shall not be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, effective unless and a share certificate dispatched to until the Option Holder within 30 dayshas complied with all of the provisions of this Paragraph 2(a). The No partial exercise of this Option may be for less than «MIN_EXERCISE_AMOUNT_5» shares and, in no event, shall the Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshares.

Exercise of Option. In order To exercise the Option or the Additional Option in whole or in part, Trilon shall deliver to the Company at its principal office in Carlsbad, California, (a) a written notice, in substantially the form of the Exercise Notice appearing at the end of this Agreement, of Trilon's election to exercise the Option or the Additional Option, which notice shall specify the Option Holder shall submit number of shares of Common Stock to be purchased and (b) cash or a certified check payable to the Company, or by crediting such amount against outstanding indebtedness (including principal and accrued interest thereon) of the Company to Trilon, at the time of exercise, in an instrument amount equal to the Exercise Price. The Company shall as promptly as practicable, and in writing signed any event within 15 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. Such certificate or certificates shall be deemed to have been issued and Trilon or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date such notice, with payment of the Exercise Price, is received by the Option HolderCompany as aforesaid. The Company shall pay all expenses, specifying taxes and other charges payable in connection with the whole number preparation, issuance and delivery of Option Shares in respect of which the Option is being exercisedsuch stock certificates, accompanied by paymentexcept that, in case such stock certificates shall be registered in a manner acceptable name or names other than the name of Trilon, funds sufficient to pay all stock transfer taxes that are payable upon the Company (which issuance of such stock certificate or certificates or new agreements shall include a broker assisted be paid by Trilon at the time of delivering the notice of exercise arrangement)mentioned above. Subject to compliance with applicable securities laws and the terms of this Agreement, all shares of Common Stock issued upon the exercise of the Option Price for or the Additional Option Shares for which shall be validly issued, fully paid and nonassessable and, if the Option Common Stock is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for then listed on a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise pricenational securities exchange, or in a combination of cash and such Sharesquoted on an automated quotation system, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysduly listed or quoted thereon. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions Additional Option to issue a certificate representing any fraction of this paragrapha share of Common Stock, the Companybut, in lieu of delivering any such fractional share thereforthereof, shall pay a to Trilon cash adjustment therefor in an amount equal to their Fair Market Value a corresponding fraction (or if any Shares are not publicly traded, an amount equal calculated to the book value per share at the end nearest 1/100 of a share) of the most recent fiscal quarter) multiplied purchase price of one share of Common Stock as of the date of receipt by the fraction Company of notice of exercise of the fractional share which would otherwise have been issued hereunder. Anything to Option or the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAdditional Option.

Exercise of Option. In order During the period commencing on December 10, 1996 and ending on December 9, 1997 ("Option Period I"), the Optionee shall have the right to purchase, at the Exercise Price, up to 10,000 shares of Common Stock. During the period commencing on December 10, 1997 and ending on December 10, 2006 ("Option Period II"), the Optionee shall have the right to purchase, at the Exercise Price, up to 20,000 shares of Common Stock less any shares of Common Stock purchased during Option Period I pursuant to the terms of this Agreement. The Optionee shall exercise the Option, the Option Holder shall submit option by delivering to the Company an instrument Company: (a) a written notice in writing the form of Exhibit A attached hereto signed by the Option HolderOptionee and (b) payment of the total option price, specifying which shall be the whole Exercise Price multiplied by the number of shares to be purchased (the "Total Option Shares in respect of which the Option is being exercised, accompanied by paymentPrice"), in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)form of cash, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise pricecertified check, bank draft, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor money order in an amount equal to their Fair Market Value the Total Option Price of the shares then to be purchased pursuant to this Agreement. Within five (or if any Shares are not publicly traded5) days after receipt of the foregoing, an amount equal the Company shall issue the shares in the name of the Optionee and deliver the certificates therefor to the book value per share at Optionee. If the end Optionee fails to pay for all or any part of the most recent fiscal quarter) multiplied number of shares specified in the written notice or fails to accept delivery of same upon tender of delivery thereof, the Optionee's right to exercise his option with respect to such undelivered shares may be terminated by the fraction of the fractional share which would otherwise have been issued hereunderCompany. Anything to the contrary herein notwithstanding, the Company's obligation to sell and deliver stock under this Agreement is subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange and automated quotation system requirements as the Company deems necessary or advisable. The Company shall not be obligated required to issue any Option Shares hereunder if sell and deliver stock pursuant hereto unless and until it receives proof satisfactory to it that the issuance or transfer of such Option Shares would shares will not violate any of the provision provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or the rules and regulations of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal stock exchange or automated quotation system on which the Shares Company's securities are tradedtraded or quoted, as or the provisions of any state law governing the sale of securities, or that there has been compliance with the provisions of such prices are officially quoted on such exchangeacts, rules, regulations and state laws.

Exercise of Option. In order to exercise the OptionThe SIGCORP Option may be exercised by Indiana, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for part, at any time or from time to time after the provisions Merger Agreement becomes terminable by Indiana under circumstances which could entitle Indiana to termination fees under either Section 9.3(a) of this paragraphthe Merger Agreement or Section 9.3(b) of the Merger Agreement, provided that the Companyevents specified in Section 9.3(b)(ii) of the Merger Agreement shall have occurred (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing of any Business Combination involving a SIGCORP Target Party or a closing by which a SIGCORP Target Party becomes a subsidiary), in lieu of delivering any such fractional share therefor, event by which the Merger Agreement becomes so terminable by Indiana being referred to herein as a "Trigger Event." SIGCORP shall pay a cash adjustment therefor notify Indiana promptly in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end writing of the most recent fiscal quarter) multiplied occurrence of any Trigger Event, it being understood that the giving of such notice by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company SIGCORP shall not be obligated a condition to issue any Option the right of Indiana to exercise the SIGCORP Option. In the event Indiana wishes to exercise the SIGCORP Option, Indiana shall deliver to SIGCORP a written notice (an "Exercise Notice") specifying the total number of SIGCORP Shares hereunder if it wishes to purchase. If at the time of issuance of any SIGCORP Shares pursuant to an exercise of all or part of the SIGCORP Option hereunder, SIGCORP shall not have redeemed the SIGCORP Rights, or shall have issued any similar securities, then each SIGCORP Share issued pursuant to such exercise shall also represent SIGCORP Rights or new rights with terms substantially the same as and at least as favorable to Indiana as are provided under the SIGCORP Rights Agreement or any similar agreement then in effect. Each closing of a purchase of SIGCORP Shares (a "Closing") shall occur at a place, on a date and at a time designated by Indiana in an Exercise Notice delivered at least two business days prior to the date of the Closing. The SIGCORP Option Shares would violate shall terminate upon the provision earlier of: (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to Section 9.1 thereof (other than upon or during the continuance of a Trigger Event); or (iii) 180 days following any termination of the Merger Agreement upon or during the continuance of a Trigger Event (or if, at the expiration of such 180 day period the SIGCORP Option cannot be exercised by reason of any applicable lawjudgment, decree, order, law or regulation, ten business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in which no event under this clause (iii) later than the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations third anniversary of lawthe date hereof). For purposes hereof, Fair Market Value shall mean Notwithstanding the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that dayforegoing, the next preceding day SIGCORP Option may not be exercised if Indiana is in material breach of any of its material representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Indiana to SIGCORP of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Indiana shall be deemed to be the holder of record of the SIGCORP Shares issuable upon such exercise, notwithstanding that the stock transfer books of SIGCORP shall then be closed or that certificates representing such SIGCORP Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshall not then be actually delivered to Indiana.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), payment of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company exercised in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketmonths) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the CompanyCompany within fifteen business days, and a share certificate dispatched to the Option Holder within 30 thirty days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesOptionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their valued at its Fair Market Value (or if any Shares are not publicly traded, an amount equal to on the book value per share at the end date of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderexercise. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Option Shares hereunder Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company shallmay, as soon as practicableat its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In Subject to the conditions set forth in this Agreement, this Option may be exercised by the Optionee’s delivery of written notice of exercise to the Clerk of the Company, specifying the number of whole Option Shares to be purchased and the purchase price to be paid therefor. The Optionee may purchase less than the number of Option Shares covered hereby, provided that no partial exercise of this Option may be for any fractional Share. The Company shall then schedule a closing date as soon as practicable, but no later than thirty (30) business days following receipt of such notice. Unless otherwise agreed by the “Committee,” as that term is defined in the Plan, payment of the purchase price for Shares purchased upon exercise of the Option shall be made by delivery to the Company of cash or a certified or bank check to the order of the Company in an amount equal to the purchase price of such Shares; or by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker directing the broker to sell the Shares and then to properly deliver to the Company the amount of sale or loan proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board. As a condition to any exercise of the Option, the Option Holder Optionee shall submit to the Company an instrument in writing signed by the Option Holdermake arrangement, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner reasonably acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be for withholding of any tax or other amount required to issue fractional Shares upon be withheld under applicable law in connection with the exercise of the Option. If The Company shall, upon payment of the option price for the number of Shares purchased, and delivery of a subscription agreement in form satisfactory to the Committee, make prompt delivery of such Shares to the Optionee, provided that if any fractional interest in a Share would law or regulation requires the Company to take any action with respect to such Shares before the issuance thereof, then the date of delivery of such Shares shall be deliverable extended for the period necessary to complete such action. No shares shall be issued and delivered upon the exercise of any option unless and until, in the Option in whole or in part but opinion of counsel for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end applicable registration requirements of the most recent fiscal quarter) multiplied by the fraction Securities Act of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding1933, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision applicable listing requirements of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal national securities exchange on which stock of the Shares are tradedsame class is then listed, as or any other requirements of law or of any regulatory bodies having jurisdiction over such prices are officially quoted on such exchangeissuance and delivery, shall have been fully complied with.

Exercise of Option. In order to exercise Exercise of the Option, the purchase rights represented by this Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by paymentmay be made, in a manner acceptable whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (which shall include a broker assisted exercise arrangement), or such other office or agency of the Option Price for the Option Shares for which the Option is being exercised. Payment Company as it may designate by notice in writing to the Company in cash or Shares already owned by registered Holder at the Option address of the Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares appearing on the open marketbooks of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto as Exhibit A and having a total Fair Market Value within three (as defined below3) equal Trading Days of the date said Notice of Exercise is delivered to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a share certificate dispatched United States bank or, if available, pursuant to the Option cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder within 30 days. The Company shall not be required to issue fractional Shares upon physically surrender this Option to the exercise Company until the Holder has purchased all of the OptionOption Shares available hereunder and the Option has been exercised in full, in which case, the Holder shall surrender this Option to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. If Partial exercises of this Option resulting in purchases of a portion of the total number of Option Shares available hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable hereunder in an amount equal to the applicable number of Option Shares purchased. The Holder and the Company shall maintain records showing the number of Option Shares purchased and the date of such purchases. The Company shall deliver any fractional interest objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. Notwithstanding anything herein to the contrary, the minimum aggregate exercise value for each individual exercise shall be as noted herein below. Further, subject to the provisions of this Section 2(a), the Holder and the Company agree that the Holder has the right and the obligation to exercise, on a cashless basis, in accordance with the Exercise Price formula referenced in Section 2(c) and utilizing the cashless methodology set forth in Section 2(d), $1,000,000.00 of the Options not later than October 15, 2022. Thereafter, the Holder shall undertake to exercise not less than (i) $400,000.00 of the Options on a Share would be deliverable upon “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and (ii) an additional $400,000.00 of the Options on a “cash basis” not later than the latest of (x) thirty (30) days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in whole an amount not less than $200,000.00 and exercised only on a cash basis. The Holder’s obligation to exercise each specified portion of this Option on the specific dates set forth in this Section 2(a) is subject to the VWAP (market value), as detailed on Schedule A (the chart following the signature page to this Option Agreement), being not less than $0.200 per share on the relevant Option exercise date. Any or in part but for all of the three above- specified Option exercise dates may be changed upon the mutual agreement thereto of the Company and the Holder. Finally, the Holder and any assignee, by acceptance of this Option, as updated herein, acknowledge and agree that, by reason of the provisions of this paragraphSection, following the purchase of a portion of the Option Shares hereunder, the Company, in lieu number of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares available for purchase hereunder if the issuance of such Option Shares would violate the provision of at any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares given time may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean less than the mean between the high and low selling prices per Share amount stated on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeface hereof.

Exercise of Option. In order On and after the Grant Date, to exercise the Optionextent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions, the Option Holder shall submit be exercisable only to the extent it becomes vested, as described in the Award Agreement or the terms of the Plan, to purchase up to that number of shares of Common Stock as set forth in the Award Agreement, provided that (except as set forth in Section 4.A below) the Participant remains employed with the Company and does not experience a Termination of Service. The vesting period and/or exercisability of an Option may be adjusted by the Board to reflect the decreased level of employment during any period in which the Participant is on an approved leave of absence or is employed on a less than full time basis. The Option shall become fully vested upon a Change in Control under the terms in Section 14 of the Plan. To exercise the Option (or any part thereof), the Participant shall deliver to the Company an instrument a “Notice of Exercise” in writing signed a form specified by the Option HolderBoard, specifying the whole number of Option Shares whole shares of Common Stock the Participant wishes to purchase and how the Participant’s shares of Common Stock should be registered (in respect the Participant’s name only or in the Participant’s and the Participant’s spouse’s names as community property or as joint tenants with right of which survivorship). The exercise price (the “Exercise Price”) of the Option is being exercised, accompanied by payment, set forth in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysAward Agreement. The Company shall not be required obligated to issue fractional Shares any shares of Common Stock until the Participant shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid in Common Stock, cash or a combination thereof, including an irrevocable commitment by a broker to pay over such amount from a sale of the Common Stock issuable under the Option, the delivery of previously owned Common Stock, withholding of shares of Common Stock deliverable upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole , or in part but for the provisions of this paragraphanother manner, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied all as may be permitted by the fraction Board. Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise. Notwithstanding the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingabove, the Company shall not be obligated to issue deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option Shares or the delivery of shares of Common Stock hereunder if the issuance of such Option Shares would violate the provision of any federal, state or other applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangelaws.

Exercise of Option. In order The Option may be exercised by KDT at any time within one year following the occurrence of a Triggering Event (as hereinafter defined), in whole or in part. If KDT wishes to exercise the Option, the Option Holder KDT shall submit give written notice to the Company an instrument in writing signed by of its intention to exercise the Option HolderOption, specifying the whole number of Option Shares it will purchase and a place, time and date not earlier than one day and not later than five (5) days from the date such notice is given for the closing of such purchase (a "Closing"). Each Closing shall be held on the date specified in respect such notice unless, on such date, there shall be any preliminary or permanent injunction or other order by any court of competent jurisdiction or any other legal restraint or prohibition preventing the consummation of such purchase, in which event such Closing shall be held as soon as practicable following the lifting, termination or suspension of such injunction, or on the date such order, restraint or prohibition preventing the consummation of such purchase has expired or been terminated, but in any event within two days thereof. The Company's obligation to issue Option Shares upon exercise of the Option is being exercised, accompanied by payment, in a manner acceptable subject to the Company conditions that (which shall include a broker assisted exercise arrangementi) all waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash upon such exercise shall have expired or Shares already owned by the Option Holder been waived and (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketii) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company there shall not be required to issue fractional Shares upon the exercise of the Option. If in effect any fractional interest in a Share would be deliverable upon preliminary injunction or other order issued by any governmental entity prohibiting the exercise of the Option in whole or in part but for the provisions of pursuant to this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderAgreement. Anything to the contrary herein notwithstanding, Photobition and the Company shall each promptly make such filings and provide such information as may be required under the HSR Act with respect to the purchase of the Option Shares, and Photobition shall pay any fees payable in connection therewith. In the event any required waiting period under the HSR Act has not expired or been terminated, the Closing will be obligated to issue any Option Shares hereunder if postponed until the issuance of such Option Shares would violate the provision expiration or early termination of any applicable law, in which event required waiting period under the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeHSR Act.

Exercise of Option. In order to To exercise the Option, you must deliver a completed copy of the attached Option Holder shall submit Exercise Form to the Company an instrument in writing signed by address indicated on the Option HolderForm, specifying the whole number of Option Shares being purchased as a result of such exercise, together with payment in respect full of which the exercise price for all the Option is Shares being exercisedpurchased. Payment of the option price may be made, accompanied at your election, (I) in cash; (II) by payment, in a manner acceptable delivering to the Company (which shall include a broker assisted notice of exercise arrangement), with an irrevocable direction to a broker-dealer registered under the Act to sell a sufficient portion of the Option Price for shares and deliver the Option Shares for which the Option is being exercised. Payment sale proceeds directly to the Company to pay the exercise price; (III) in cash or Shares already the discretion of the Plan Administrator, through the delivery to the Company of previously-owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period shares of six months or has purchased such Shares on the open market) and Common Stock having a total an aggregate Fair Market Value (as defined below) equal to the Option exercise price, or in a combination price of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched shares being purchased pursuant to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest ; provided, however, that shares of Common Stock delivered in a Share would be deliverable upon the exercise payment of the Option price must have been held by the participant for at least six (6) months in whole order to be utilized to pay the Option price; or (IV) in part but for the provisions discretion of the Plan Administrator, through any combination of the payment procedures set forth in subsections (I)-(III). For the purposes of this paragraphSection 6, "Fair Market Value" shall mean, with respect to a share of Common Stock, as follows: (i) if the shares of Common Stock are listed or admitted to trading on one or more national securities exchanges, the Companyaverage of the last reported sales prices per share regular way or, in lieu of delivering case no such reported sales take place on any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that average of the Shares were traded) last reported bid and asked prices per share regular way, in either case on the principal national securities exchange on which the Shares shares of Common Stock are tradedlisted or admitted to trading, as for the 20 trading days immediately preceding the date upon which the Fair Market Value is determined; (ii) if the shares of Common Stock are not listed or admitted to trading on a national securities exchange but are quoted by the NASD Automated Quotation System ("NASDAQ") or any other nationally recognized quotation service, the average of the last reported sales prices per share regular way or, in case no reported sale takes place on any such day or the last reported sales prices are officially not then quoted by NASDAQ or such other quotation service, the average for each such day of the last reported bid and asked prices per share, for the 20 trading days immediately preceding the date on such exchangewhich Fair Market Value is determined as furnished by the National Quotation Bureau Incorporated or corresponding source or any similar successor organization; or (iii) if the shares of Common Stock are not listed or admitted to trading on a national securities exchange or quoted by NASDAQ or any other nationally recognized quotation service, the "Fair Market Value" shall be the fair market value thereof determined in good faith by the Board of Directors of the Company on a basis consistent with the manner of determining the fair market value of the Company's Common Stock for purposes of offering the Company's Common Stock to equity investors.

Exercise of Option. In order to exercise the OptionThe Grantor option may be exercised by Acquiror, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for part, at any time or from time to time after the provisions Merger Agreement is terminated and a termination fee is payable under circumstances which would entitle Acquiror to the termination fee under Section 9.2(b)(i) or 9.2(b)(ii) of this paragraphthe Merger Agreement. In the event Acquiror wishes to exercise the Grantor Option, Acquiror shall deliver to Grantor a written notice (an "Exercise Notice") specifying the Companytotal number of Grantor Shares it wishes to purchase. Each closing of a purchase of Grantor Shares (a "Closing") shall occur at a place, in lieu of delivering any such fractional share therefor, shall pay on a cash adjustment therefor date and at a time designated by Acquiror in an amount equal Exercise Notice delivered at least two business days prior to their Fair Market Value the date of the Closing. The Grantor Option shall terminate upon the earlier of: (i) the Effective Time; or (ii) two years following the first event that triggers the obligation of Grantor to pay the termination fee under Section 9.2(b)(i) or 9.2(b)(ii) of the Merger Agreement (or if any Shares are not publicly tradedif, an amount equal to the book value per share at the end expiration of such two year period the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall Grantor Option cannot be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision exercised by reason of any applicable lawjudgment, in which event decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal). Notwithstanding the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that dayforegoing, the next preceding day Grantor Option may not be exercised if Acquiror is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Acquiror to Grantor of the Exercise Notice and the tender of the applicable aggregate Exercise Price, Acquiror shall be deemed to be the holder of record of the Grantor Shares issuable upon such exercise, notwithstanding that the stock transfer books of Grantor shall then be closed or that certificates representing such Grantor Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshall not then be actually delivered to Acquiror.

Exercise of Option. In order Unless terminated pursuant to exercise the OptionSection 7 hereof, the Option Holder shall submit may be exercised as to not more than the Company an instrument in writing signed by the Annual Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value Vesting Amount (as defined belowon Schedule A) equal to of the exercise priceaggregate number of Common Shares originally subject thereto commencing on the first Annual Vesting Date (as defined on Schedule A) following the date of grant. Thereafter, on each Annual Vesting Date and until the expiration of the term of this Agreement (unless earlier terminated or canceled as provided in a combination of cash and such Sharesthis Agreement), shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysmay be exercised for an additional Annual Option Vesting Amount. The Company shall not be required to issue fractional Shares upon To the exercise extent that Schedule A provides for amounts or schedules of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for vesting that conflict with the provisions of this paragraph, the Company, in lieu provisions of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal Schedule A will govern. The right to their Fair Market Value (or if any purchase Common Shares are not publicly traded, an amount equal pursuant to the book value per share Option shall be cumulative. If the full number of Common Shares available for purchase under the Option, to the extent the Option is vested, has not been purchased, the balance may be purchased at any time or from time to time thereafter, but prior to the termination of such Option. The Option shall not, however, be exercisable after the expiration thereof; and except as provided in Section 7 hereof, the Option shall not be exercisable unless the Employee is an employee of the Company or its affiliates at the end time of exercise. The holder of the most recent fiscal quarter) multiplied by Option shall not have any rights to dividends or any other rights of a shareholder with respect to the fraction of Common Shares subject to the fractional share which would otherwise Option until such Common Shares shall have been issued hereunderto him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company), upon the purchase of such Common Shares through exercise of the Option. Anything Notwithstanding the foregoing or anything to the contrary herein notwithstandingset forth herein, upon (a) the occurrence of a Change in Control of the Company shall not be obligated to issue any Option Shares hereunder if and (b) the issuance termination of employment of the Employee with the Company or its affiliates within 24 months of such Option Shares would violate the provision Change of any applicable law, in which event Control either (i) by the Company shall(or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), as soon as practicable, take whatever action it reasonably can so that such then the Option Shares may be issued without resulting shall become vested and immediately exercisable in such violations of lawfull. For purposes hereofof this Agreement, Fair Market Value shall mean a “Change in Control” of the mean between Company means the high and low selling prices per Share on occurrence of one of the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.following events:

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesOptionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Optionee has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their valued at its Fair Market Value (or if any Shares are not publicly traded, an amount equal to on the book value per share at the end date of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderexercise. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Option Shares hereunder Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, as soon as practicableat its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In order The Option may be exercised for all, or from time to exercise the Optiontime any part, of the Option Holder Shares for which it is then exercisable. The exercise date shall submit to be the date the Company an instrument in writing receives a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment(a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which shall which, at the discretion of the Company, may include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised, (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). Payment The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in cash or full at the time of exercise at the election of the Option Holder (i) in cash, (ii) in Shares already owned having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that, such Shares have been held by the Option Holder for no less than six months, (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketiii) and having a total Fair Market Value (as defined below) equal to the exercise price, or partly in a combination of cash and partly in such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by (iv) through the Company, and delivery of irrevocable instructions to a share certificate dispatched broker to deliver promptly to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at aggregate Option Price for the end of the most recent fiscal quarterShares being purchased, or (v) multiplied through having Shares withheld by the fraction of the fractional share which Company from any Shares that would have otherwise have been issued hereunderreceived by Option Holder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such the Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Mexco Energy Corporation in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Participant has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by valued at its Fair Market Value on the Company, and a share certificate dispatched to the Option Holder within 30 daysdate of exercise. The Company shall not be required to issue fractional Shares upon Committee may, in its sole discretion, arrange for the exercise of the Optionthis Option through a broker-assisted cashless exercise program. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Participant agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Award Agreement, if the exercise of the Option Shares hereunder if or the issuance of such Option Shares shares would violate constitute a violation by the Participant or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Participant agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, as soon as practicableat its election, require the Participant to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise This option may be exercised only by written notice (the Option, "Exercise Notice") by the Option Holder shall submit Optionee to the Company at its principal executive office. The Exercise Notice shall be deemed given when deposited in the U. S. mails, postage prepaid, addressed to the Company at its principal executive office, or if given other than by deposit in the U.S. mails, when delivered in person to an instrument in writing signed by executive officer of the Company at that office. The date of exercise of the Option Holder, specifying (the whole "Exercise Date") shall be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall state the number of Option Shares shares in respect of which the Option option is being exercisedexercised and, accompanied if the shares for which the option is being exercised are to be evidenced by paymentmore than one stock certificate, the denominations in a manner acceptable which the stock certificates are to be issued. The Exercise Notice shall be signed by the Company (which Optionee and shall include a broker assisted exercise arrangement)the complete address of such person, together with such person's social security number. This option may be exercised either by tendering cash in the amount of the Option Price for or by tendering shares of Common Stock (which may include shares previously acquired upon exercise of options granted under the Plan). The Exercise Notice shall be accompanied by payment of the aggregate Option Price of the shares purchased by cash or check payable to the order of the Company or by delivery of shares of Common Stock owned by the Optionee, in form satisfactory to the Company, tendered in full or partial payment of the Option Shares for which Price. If shares of Common Stock are used to pay part or all of the Option Price, the value of such shares for purposes of exercising this option shall be the Fair Market Value of the Common Stock on the Exercise Date. This Option may also be exercised by having shares of Common Stock having a Fair Market Value on the Exercise Date equal to the aggregate Option Price withheld by the Company. In addition to the foregoing, any option granted under this Agreement may be exercised by a broker-dealer acting on behalf of the Optionee if (i) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing such option, together with instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The certificates for shares of Common Stock as to which this option shall have been so exercised shall be registered in the name of the Optionee and shall be delivered to the Optionee at the address specified in the Exercise Notice. In the case of the exercise of the option by an Optionee who is being exercised. Payment employed by the Company or a Subsidiary on the Exercise Date, the Optionee in exercising such option shall make payment or other arrangements (including, but not limited to, requesting that the Company withhold shares of Common Stock that were to be issued to the Optionee upon such exercise) satisfactory to the Company in cash or Shares already owned for withholding federal and state taxes, if applicable, with respect to the shares acquired upon exercise of the option. In the case of options exercised when the Optionee is no longer employed by the Option Holder (provided that Company or a Subsidiary, such option exercise shall be valid only if accompanied by payment or other arrangement satisfactory to the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on Company with respect to the open market) Company's obligations, if any, to withhold federal and having a total Fair Market Value (as defined below) equal state taxes with respect to the exercise priceof the option. In the event the person exercising the option is a transferee of the Optionee, or in a combination of cash and such Shares, the Exercise Notice shall be deemed acceptable for purposes hereofaccompanied by appropriate proof of the right of such transferee to exercise this Option. Option Shares will be issued accordingly by the Company, and a share certificate dispatched Subject to the limitation expressed herein, this Option Holder within 30 daysmay be exercised with respect to all or a part of the shares of Common Stock subject to it. The Neither the Optionee nor any person claiming under or through the Optionee shall be or have any rights or privileges of a stockholder of the Company shall not be required to issue fractional Shares in respect of any of the shares issuable upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphoption, the Company, in lieu of delivering any unless and until certificates representing such fractional share therefor, shares shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to (as evidenced by the contrary herein notwithstanding, appropriate entry on the books of the Company shall not be obligated to issue any Option Shares hereunder if or of a duly authorized transfer agent of the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeCompany).

Exercise of Option. In order The Optionee, from time to time during the period when the Option hereby granted may by its terms be exercised, may exercise the Option, the Option Holder shall submit by delivering to the Company an instrument in writing a written notice signed by the Option Holder, specifying Optionee stating the whole number of Option Shares in respect shares that the Optionee has elected to purchase and the manner of which the Option is being exercised, payment for such shares. The notice shall be accompanied by paymentpayment in full by (a) cash or check, in or, (b) delivery of shares of Common Shares, duly endorsed for transfer (or with duly executed stock powers attached), (c) if there shall be a manner acceptable public market for the Common Shares at such time, subject to such rules as may be established by the Company (which shall include Committee, through delivery of irrevocable instructions to a broker assisted exercise arrangement), to sell a number of the Option Price for the Option Common Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be otherwise deliverable upon the exercise of the Option in whole or in part but for and to deliver promptly to the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, Company an amount equal to the book value per share at the end exercise price or (d) any combination of the most recent fiscal quarter) multiplied foregoing, for an amount equal to the purchase price of the shares then to be purchased (including any withholding taxes as determined by the fraction Committee). Common Shares surrendered as payment for shares purchased pursuant to the exercise of this Option will be valued, for such purposes, at fair market value (as determined by the Committee) on the date of such Option exercise. As soon as practicable after receipt of the fractional share which would otherwise have been issued hereunderforegoing, the Company shall issue the shares in the name of the Optionee and deliver the certificates therefor to the Optionee. Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Shares under this Option is subject to such compliance with Federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities as the Company deems necessary or advisable. The Company shall not be obligated required to issue sell and deliver stock pursuant hereto unless and until it receives satisfactory proof that the provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder or the provisions of any Option Shares hereunder if state law governing the issuance sale of securities, or that there has been compliance with the provisions of such Option Shares would violate the provision of any applicable lawacts, in which event the Company shallrules, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high regulations and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangestate laws.

Exercise of Option. In (a) Option Holder may exercise this Option by (i) delivering or mailing to the Company, Attention: Corporate Secretary, a notice of exercise, in the form specified by the Company, specifying therein the number of shares of Common Stock he has elected to purchase, accompanied by (A) payment in cash or by check payable to the order of the Company for the Exercise Price multiplied by the number of shares to be purchased and, (B) if required, the letter described in Paragraph 6 and (ii) executing and delivering to the Company the Acknowledgment and Statement of Decision Regarding Election Pursuant to Section 83(b) and a copy of the executed Election Pursuant to Section 83(b), if applicable, in accordance with Section 5 of the Optionee Restriction Agreement attached hereto as Exhibit “A” and being executed concurrently herewith. Notwithstanding the foregoing, the aggregate purchase price to be paid upon any exercise of this Option may, if permissible under applicable state law and in the discretion of the Board of Directors of the Company (the “Board”), be paid (1) in installments or in whole or in part by a promissory note of the Option Holder (in a form reasonably satisfactory to the Company) and secured by a security interest in the shares issued upon such exercise (provided, however, that an amount equal to the par value of the Common Stock multiplied by the number of shares being issued upon exercise shall be paid in cash) and/or (2) in whole or in part by delivery to the Company of shares of Common Stock previously acquired by the Option Holder having a Fair Market Value (determined as of the date of exercise of this Option and in the manner set forth in the Plan) equal to the portion of the aggregate purchase price being paid by delivery of such shares and, in the case of (1) or (2), if and to the extent applicable, cash or a check (or, in the case of (2) only, a note) made payable to the Company for any remaining portion of the aggregate purchase price. If so requested by the Board, prior to the acceptance of shares of Common Stock in satisfaction (in whole or in part) of the purchase price upon such exercise of this Option, the Option Holder shall submit to supply the Company an instrument in writing signed by the Option HolderBoard with written representations and warranties, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in including without limitation a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided representation and warranty that the Option Holder has owned good and marketable title to such Shares for a minimum period shares, free and clear of six months or has purchased such Shares on the open market) liens and having a total Fair Market Value (as defined below) equal to the encumbrances. The exercise price, or in a combination of cash and such Shares, this Option shall not be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, effective unless and a share certificate dispatched to until the Option Holder within 30 dayshas complied with all of the provisions of this Paragraph 2(a). The No partial exercise of this Option may be for less than «MIN_EXERCISE_AMOUNT_5» shares and, in no event, shall the Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshares.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Dxxxxx Geophysical Company in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such SharesParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Participant has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by valued at its Fair Market Value on the Company, and a share certificate dispatched to the Option Holder within 30 daysdate of exercise. The Company shall not be required to issue fractional Shares upon Committee may, in its sole discretion, arrange for the exercise of the Optionthis Option through a broker-assisted cashless exercise program. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Participant agrees that he will not exercise the option granted pursuant hereto, and the Company shall will not be obligated to issue any option shares pursuant to this Option Shares hereunder Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Participant or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Participant agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, as soon as practicableat its election, require the Participant to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a by broker assisted exercise arrangementarrangements), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to Company on the Option Holder within 30 daysdate of exercise. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise the Option, the The Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being may be exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment written notice to the Company in cash or Shares already owned by the Option Holder (provided that form attached as Exhibit A hereto, at any time and from time to time after the Option Holder has owned such Shares for a minimum period date of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 daysthis Agreement. The Company Option shall not be required to issue fractional Shares upon exercisable in any event after the close of business on July 11, 2031, and the Option shall expire at such time. At the time of exercise of all or part of the Option. If any fractional interest in a Share would be deliverable upon , Xxxxxx shall pay the full exercise of the Option in whole or in part but price for the provisions shares of this paragraphCTEA Common being acquired, the Company, in lieu of by delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at Company a certified bank check for the end full exercise price. Promptly following receipt of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingsuch notice and check, the Company shall not deliver to Xxxxxx one or more stock certificates evidencing the CTEA Common being acquired, each containing a legend substantially in the form set forth below: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS OR BLUE SKY LAWS ("BLUE SKY LAW") AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. Xxxxxx shall be obligated to issue any Option Shares hereunder if considered the issuance record owner of such Option Shares would violate the provision CTEA Common being acquired for all purposes as of any applicable law, in the close of business on the date upon which event a duly executed notice of exercise and a certified bank check for the full exercise price is received by the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean (the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange"Exercise Date").

Exercise of Option. In order The Option may be exercised by delivering to the Company at the office of Stock Plan Administration (a) a written notice, signed by the person entitled to exercise the Option, stating the designated number of Shares such person then elects to purchase; provided, however, that in the discretion of the Company, notice sent through an approved electronic means may be substituted for a signed, written notice, (b) payment in an amount equal to the full exercise price for the Shares to be purchased, and (c) if the Option Holder shall submit is exercised by any person other than the Employee, such as the Employee’s Beneficiary, evidence satisfactory to the Company an instrument that such person has the right to exercise the Option. Payment of the exercise price shall be made (x) in writing signed cash, (y) in previously acquired Shares, or (z) in any combination of cash and Shares. In addition to the foregoing, subject to the consent of the Company at the time of exercise in a manner consistent with Plan, the Option may be exercised in a “net exercise”, pursuant to which the Company shall reduce the number of Shares issuable upon exercise of the Option by the Option Holder, specifying the largest whole number of Shares with an aggregate Fair Market Value that does not exceed such exercise price and shall accept a cash or other payment from the undersigned to the extent of any remaining balance of such exercise price not satisfied by such reduction in the number of whole Shares to be issued (provided, however, that Shares will no longer be outstanding under the Option to the extent of such reduction in the number of whole Shares to be issued that are used to pay such exercise price pursuant to such “net exercise”). Shares tendered in payment of the exercise price that have been acquired through an exercise of a stock option must have been held at least six (6) months prior to exercise of the Option and shall be valued at the Fair Market Value on the date of such exercise. Upon the exercise of the Option, the Company shall cause the Shares in respect of which the Option is being exercisedshall have been so exercised to be issued and delivered by crediting such Shares without restriction on transfer to a book-entry account for the benefit of the Employee or the Employee’s Beneficiary maintained by the Company’s stock transfer agent or its designee, accompanied by paymentsubject to applicable withholdings and satisfaction thereof (including, in a manner acceptable to if the Company (which shall include a broker assisted exercise arrangement)elects, through the Company retaining Shares otherwise issuable or cash otherwise to be delivered) as provided in Section 13.2 of the Option Price for the Option Plan. The Employee does not have any rights as a shareholder in respect of any Shares for as to which the Option is being exercised. Payment shall not have been duly exercised and no rights as a shareholder shall exist prior to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the proper exercise of the such Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which Class B Common Stock being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be approved by the CompanyBoard from time to time to the extent permitted by applicable law, or (e) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in lieu the full amount of delivering any all federal and state withholding or other employment taxes applicable to the taxable income of such fractional share thereforParticipant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall pay a cash adjustment therefor in an amount equal to their be valued at its Fair Market Value (on the date of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or if any otherwise deliver to the Optionee upon such exercise a number of Option Shares are not publicly traded, an amount equal to the book value per share at result obtained by dividing (a) the end excess of the most recent fiscal quarter) multiplied by the fraction aggregate Fair Market Value of the fractional share total number shares of Class B Common Stock subject to the Option for which would otherwise have been issued hereunderthe Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to Written notice of the exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option or any portion thereof shall be given to CVCA accompanied by the aggregate Exercise Price for the Option Shares for which the Option is being exercised. Payment proposed to the Company be acquired payable (i) in cash by certified or Shares already owned bank cashier's check, (ii) by instructing CVCA to cancel that portion of this Option exercisable for that number of shares of Company Common Stock (the "Relinquished Shares") having an aggregate Market Value on the last business day immediately preceding the date of exercise equal to sum of (A) the Exercise Price multiplied by the Option Holder number of Relinquished Shares plus (provided that B) the Option Holder has owned Exercise Price multiplied by the number of shares subject to such Shares for a minimum period of six months exercise or has purchased such Shares on the open market(iii) and having a total Fair Market Value (as defined below) equal to the exercise price, or in by a combination of cash and such Sharesthe foregoing. If any exercise is made pursuant to clause (ii) above, the Option shall automatically be deemed acceptable for purposes hereof. adjusted to reduce the number of shares issuable upon exercise of the Option Shares will be issued accordingly by the Company, number of Relinquished Shares. No exercise may be made pursuant to clause (ii) above if the number of shares subject to such exercise and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional number of Relinquished Shares exceeds the number of shares issuable upon the exercise of the Option. If As used herein, "Market Value" means as to any fractional interest in a Share would be deliverable upon security the exercise average of the Option in whole or in part but for closing prices of such security's sales on the provisions of this paragraphUnited States securities exchanges on which such security may at the time be listed, or, if there have no sales on any such exchange on the subject day, the Company, in lieu average of delivering any the highest bid and lowest asked prices on such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share exchange at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingsuch day, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if on any such day such security is not so listed, the Shares were not traded average of the representative bid and asked prices quoted on that the NASDAQ System as of 4:00 P.M., New York time on such day, or, if on any day such security is not quoted in the next preceding day that NASDAQ System, the Shares were traded) on average of the principal exchange on which the Shares are traded, as such highest bid and lowest asked prices are officially quoted on such exchangeday in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar or successor organization.

Exercise of Option. In order to exercise This option shall be exercised by the Option, the Option Holder shall submit delivery of written notice to the Company (the "Notice") setting forth the number of shares with respect to which the option is to be exercised and the address to which the certificates for such shares are to be mailed, together with (i) delivery of a personal, certified or bank check or postal money order payable to the order of the Company for an instrument amount equal to the option price for the number of shares specified in writing signed the Notice, or (ii) with the consent of the Committee, shares of Common Stock of the Company which (a) either have been owned by the Option HolderHolder for more than six (6) months and are not subject to restrictions under any Plan on the date of surrender or were not acquired, specifying directly or indirectly, from the whole number Company, and (b) have a fair market value on the date of Option Shares in respect of surrender not greater than the option price for the shares as to which the Option such option is being exercised, accompanied by paymentor (iii) with the consent of the Committee, in delivering to the Company a manner properly executed Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company (which to pay the purchase price; provided that in the event the Holder chooses to pay the purchase price as so provided, the Holder and the broker shall include comply with such procedures and enter into such agreement of indemnity and other agreements as the Committee shall prescribe as a broker assisted exercise arrangement), condition of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (such payment procedure; provided that the Option Holder has owned Company need not act upon such Shares for a minimum period Notice until the Company receives full payment of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or (iv) with the consent of the Committee, a personal recourse note issued by the Holder to the Company in a combination of cash principal amount equal to such aggregate exercise price and with such Sharesother terms, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly including interest rate and maturity, as the Company may determine in its discretion, provided that the interest rate borne by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company such note shall not be required to issue fractional Shares upon less than the exercise lowest applicable federal rate, as defined in Section 1274(d) of the Option. If any fractional interest in a Share would be deliverable upon Internal Revenue Code of 1986, as amended, or (v) with the exercise consent of the Option in whole or in part but for Committee, any combination of such methods of payment. For the provisions purpose of this paragraphthe preceding sentence, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book fair market value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Common Stock so delivered to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices closing price per Share share on the immediately preceding date (of delivery as reported by such registered national securities exchange on which the Common Stock is listed, or, if the Shares were Common Stock is not traded listed on that daysuch an exchange, as quoted on NASDAQ; provided, that, if there is no trading on such date, the next preceding day that fair market value shall be deemed to be the Shares were traded) closing price per share on the principal exchange last preceding date on which the Shares are Common Stock was traded, as such prices are officially . If the Common Stock is not listed on any national registered securities exchange or quoted on such exchangeNASDAQ, the fair market value of the Common Stock shall be determined in good faith by the Committee.

Exercise of Option. In order This option shall be exercisable by written notice which shall state the election to exercise the Optionoption, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares shares in respect of which the Option option is being exercised, accompanied by payment, in a manner acceptable and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company (which shall include a broker assisted exercise arrangement), pursuant to the provisions of the Option Price for the Option Shares for which the Option is being exercisedPlan or this Agreement. Payment to the Company in cash or Shares already owned Such written notice shall be signed by the Option Holder (provided that Optionee or other person entitled to exercise the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal option pursuant to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphAgreement or the Plan and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the purchase price. Payment of the purchase price shall be in cash, currency and/or shares of Common pursuant to the provisions of the Plan. Unless the shares of Common Stock have been registered under the Securities Act of 1933 pursuant to a registration statement filed on Form S-8 or otherwise, the Company, certificate or certificates for shares of Common Stock as to which the option shall be exercised shall be registered in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end name of the most recent fiscal quarter) multiplied by Optionee and shall contain the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingfollowing legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawAND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS REGISTERED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW.”

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Secretary of the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares of Common Stock in respect of which the Option is being exercised and delivery of the exercise price paid therewith or submit a net issuance election notice with appropriate calculations, and such submission date shall be deemed the date of exercise. Subject to Section 8 below, the Option may be exercised, accompanied in whole or in part, by payment, in a manner acceptable means of “net exercise” whereby the number of Shares otherwise issuable to the Company (which Option Holder upon exercise shall include be reduced by a broker assisted exercise arrangement), number of the Option Price for the Option Shares for which the Option is being exercised. Payment having a Fair Market Value equal to the aggregate Exercise Price. Shares shall then be issued by the Company in cash or Shares already owned by and a Share certificate delivered to the Option Holder (provided that or, if the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly tradedcertificated, an amount equal to the book value per share at the end Option Holder’s name as record owner of the most recent fiscal quarter) multiplied by Shares shall be reflected in the fraction books and records of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingCompany); provided, however, that the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision provisions of any applicable law, in law or the rules of any stock exchange or market on which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Common Stock is listed or quoted. A net issuance exercise by the Option Holder shall be computed using the following formula: X = Y(A - B) where X = the number of Shares may to be issued without resulting in to the Option Holder; Y = the number of Shares covered by this Option that the Option Holder is surrendering at such violations of law. For purposes hereof, time for net issuance exercise (including both Shares to be issued to the Option Holder and Shares to be canceled as payment therefor); A = the Fair Market Value shall mean of one Share as of the mean between trading day prior to the high date of exercise; and low selling prices per Share on B = the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeExercise Price.

Exercise of Option. In order Effective as of today, November 20, 1995, 4 ("Optionee") hereby elects to exercise Optionee's option to purchase an aggregate of 2 shares of the Common Stock (the "Shares") of NETSYS Technologies, Inc. (the "Company") under and pursuant to the 1995 Stock Option Plan, as amended (the "Plan") and the Incentive Stock Option Agreement dated 1 (the "Option Agreement"), none of which shares have become vested under the vesting schedule set forth in the Option Agreement and 2 of which shares have not yet vested under such schedule. (Shares which at any time have vested under such vesting schedule shall be then referred to as "Vested Shares" and shares which at any time have not yet vested shall be then referred to as "Unvested Shares." The Vested Shares and the Unvested Shares are sometimes collectively referred to herein as the "Shares"). As set forth in the Plan and the Option Agreement, in the event of Optionee's election to exercise the OptionOption as to Unvested Shares, this Agreement gives the Company the right, in the event of termination of the Optionee's employment with the Company to repurchase at the Option Price (as defined herein) any or all of the Shares that are Unvested Shares as of the date of termination. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell the Shares to Optionee and Optionee agrees to purchase the Shares from the Company on the Closing Date (as herein defined), at a price of $0.16 per share (the "Option Holder Price"), for an aggregate purchase price of $3. The Shares are being purchased and sold in accordance with and subject to the provisions of the Plan and the Option Agreement, each of which is incorporated by reference. The purchase and sale of the Shares shall submit occur at a closing to be held at such time and place (the "Closing Date"), as designated by the Company no less than two business days prior to the Closing Date. The closing will take place at the principal office of the Company or at such other place as shall be designated by the Company. At the closing, Optionee shall deliver to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable check payable to the Company (which shall include a broker assisted exercise arrangement), order of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise amount of the Option. If any fractional interest in a Share would be deliverable upon the exercise purchase price of the Option Shares and the Company will issue the Shares registered in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end name of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeOptionee.

Exercise of Option. In order Tenant hereby exercises the option granted to exercise Tenant in the Option, Lease to extend the Option Holder shall submit Lease for one term of five (5) years for each of the Clear Fork Building and the West Fork Building. Landlord acknowledges and agrees that Tenant has properly and timely exercised the option granted to Tenant in the Lease to extend the Lease for one term of five (5) years for each of the Clear Fork Building and the West Fork Building. It is hereby agreed that the term of the Lease with respect to the Company an instrument in writing signed by Clear Fork Building and the Option HolderWest Fork Building shall be and is hereby extended, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable upon and subject to the Company (which shall include a broker assisted exercise arrangement), terms and conditions of the Option Price Lease as amended by this Amendment, for a period of sixty (60) months, which extended term of the Option Shares for which Lease of the Option is being exercised. Payment Clear Fork Building and the West Fork Building (the “Extended Term”) shall commence effective as of July 1, 2011, and shall end (and the term of the Lease with respect to the Company Clear Fork Building and the West Fork Building shall thus now expire) at 11:59 p.m. (Fort Worth, Texas time) on June 30, 2016, subject to earlier termination as provided in cash or Shares already owned by this Amendment and/or as may be provided in the Option Holder (provided Lease. It is agreed that the Option Holder has owned such Shares for a minimum period aforesaid extension of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal term of the Lease with respect to the exercise price, or in a combination of cash Clear Fork Building and such Shares, the West Fork Building shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by upon the Companysame terms and conditions contained in the Lease, and a share certificate dispatched with the exceptions that (a) the term of the Lease with respect to the Option Holder within 30 days. The Company Clear Fork Building and the West Fork Building shall not be required further available for renewal or extension, (b) the Basic Rent payable by Tenant to issue fractional Shares upon Landlord with respect to the exercise Clear Fork Building and the West Fork Building during the aforesaid Extended Term of the Option. If any fractional interest Lease with respect to the Clear Fork Building and the West Fork Building shall be in a Share would be deliverable upon the exercise amount(s) set forth in Exhibit 5 of the Option Lease as amended hereby, and (c) the Lease shall be otherwise amended during such Extended Term as set forth in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunderAmendment. Anything Notwithstanding anything to the contrary herein notwithstandingset forth in this Amendment, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high is acknowledged and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day agreed that the Shares were traded) on term of Tenant’s lease of the principal exchange on which remainder of the Shares are traded, Premises is not affected or extended pursuant hereto and shall instead remain as such prices are officially quoted on such exchangeset forth in the Lease.

Exercise of Option. In order An Option may be exercised only by a written notice of intent to exercise the Option, the such Option Holder shall submit with respect to a specific number of shares of Common Stock subject to such Option and payment to the Company an instrument of the aggregate amount of the exercise price for the number of shares of Common Stock so specified in writing signed the notice. Payment of the Option's exercise price can be made in cash, by cashier's check or certified bank check, in kind by the Option Holderdelivery of shares of Common Stock having a Fair Market Value on the date preceding the date of exercise equal to the portion of the option price so paid and which have been owned and held by you for a period not less than six (6) months. Upon receipt of written notice evidencing your intent to exercise an Option, specifying or an election by you under Section 83(b) of the whole number Code, the Company will inform you of Option Shares in respect the amount of the Tax Withholding Amount, if any, which the Option is being exercised, accompanied by payment, in a manner acceptable you shall be required to remit to the Company before the shares of Common Stock will be issued to you. With respect to Options granted under the Plan and held by you for six (which shall include a broker assisted 6) months or longer, you can also pay all or part of such Option's exercise arrangement)price pursuant to the Exercise Sell or Appreciation Rights Election methods; provided, however, that if you choose to pay all or part of the exercise price pursuant to the Appreciation Rights Election method, the Committee shall have the sole discretion to determine the form in which payment of the Appreciated Value will be made to you, including all cash, all shares of Common Stock or any other combination thereof. Fractional shares will not be issued to you when exercising an Option Price pursuant to the Appreciation Rights Election method. The value of any fractional shares shall be paid in cash to you. The shares of Common Stock to be sold in order to pay (i) the exercise price under the Exercise Sell method or (ii) the exercise price and amount of the cash payment of the Appreciated Value under the Appreciated Rights Election method shall be sold by or on behalf of you in an open market transaction on the date of exercise and you shall not be liable for any cost of such sale. If you elect to exercise an Option pursuant to the Exercise Sell or Appreciation Rights Election method, then the Tax Withholding Amount, if any, shall, in your discretion, also be covered by the sale of shares of Common Stock subject to the Option Shares for which the Option is being exercised. Payment You shall be entitled to receive any remaining proceeds from the Company in cash sale of shares of Common Stock which are not applied against the exercise price and Tax Withholding Amount under the Exercise Sell method, or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise portion of the Option. If any fractional interest in a Share would be deliverable upon Appreciated Value and the exercise of Tax Withholding Amount under the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAppreciation Rights Election method.

Exercise of Option. In order Within thirty (30) days after a Termination, the Founders shall notify Purchaser by written notice delivered as provided in Section 12, as to whether they wish to purchase any of the Purchase Option Shares. If the Founders (or their assignees) elect to purchase all or any of the Purchase Option Shares hereunder, they shall set a date for the closing of the transaction at a place specified by the Founders not later than fifteen (15) days from the date of such notice. At such closing, the Founders (or their assignees) shall tender payment for the Purchase Option Shares and the certificates representing the Purchase Option Shares so purchased shall be transferred. If the Founders do not elect to exercise their Purchase Option with respect to all or any portion of the OptionPurchase Option Shares, the Option Holder shall submit to then the Company an instrument may notify the Purchaser by written notice as provided in writing signed by Section 12, as to whether it wishes to purchase all or any portion of the remaining Purchase Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to Shares. If the Company (which shall include a broker assisted exercise arrangement), or its assignee) elects to purchase all or any portion of the remaining Purchase Option Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Company not later than fifteen (15) days from the event of such notice. At such closing, the Company (or its assignee) shall tender payment for the Purchase Option Shares and the certificates representing the Purchase Option Shares so purchased shall be canceled or transferred, as the case may be. The Option Price for may be payable, at the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period option of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu cancellation of delivering all or a portion of any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal outstanding indebtedness of Purchaser to the book value per share at the end of the most recent fiscal quarter) multiplied Company, which is evidenced by a document duly executed by the fraction of Purchaser, or in cash, by check, or both. In the fractional share which would otherwise have been issued hereunder. Anything event the Founders or the Company do not elect to exercise the Purchase Option, the Purchase Option Shares shall no longer be subject to the contrary herein notwithstandingPurchase Option. All such Shares shall continue, however, to be subject to the Company shall not be obligated to issue any Option Shares hereunder if the issuance other provisions of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangethis Agreement.

Exercise of Option. In order to Delivery and Deposit of Certificate(s). You (or ----------------------------------------------------------- in the case of your death, your legal representative) may exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the provisions Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value the number of Optioned Shares being purchased multiplied by the Exercise Price (or if any Shares are not publicly tradedthe "Aggregate Exercise Price"), an amount (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the book Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value per share at equal to the end Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the most recent fiscal quarterExercise Consideration only if (1) multiplied the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the fraction Company of the fractional share which would otherwise have been issued hereunderExercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. Anything to the contrary herein notwithstandingAs soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawdeposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which event the Company Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions to the same extent as soon as practicable, take whatever action it reasonably can so that the Optioned Shares in respect of which such Option Shares Non-Cash Distribution was made. All such deposited certificate(s) may be issued without resulting have set forth thereon a legend or legends (in such violations of law. For purposes addition to the legend referred to in Section 8 hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day ) indicating that the Shares were tradedshares of Common Stock (or other property) on represented by such certificate(s) are subject to the principal exchange on which Transfer Restrictions as provided herein. All shares of Common Stock delivered upon the Shares are traded, exercise of the Option as such prices are officially quoted on such exchangeprovided herein shall be fully paid and non-assessable.

Exercise of Option. In order During the period commencing on the date hereof and ending on January 31, 2000, the Optionee shall have the right to purchase, at the Exercise Price, up to 20,000 shares of Common Stock. The Optionee shall exercise the Option, the Option Holder shall submit option by delivering to the Company an instrument Company: (a) a written notice in writing the form of Exhibit A attached hereto signed by the Option HolderOptionee, specifying (b) payment of the whole total option price, which shall be the Exercise Price multiplied by the number of shares to be purchased (the "Total Option Shares in respect of which the Option is being exercised, accompanied by paymentPrice"), in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)form of cash, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise pricecertified check, bank draft, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor money order in an amount equal to their Fair Market Value the Total Option Price of the shares then to be purchased pursuant to this Agreement, and (c) payment of applicable withholding taxes in connection with the exercise or if any Shares are not publicly tradedpartial exercise of the option (the "Tax Payment"), an amount equal in the form of cash, certified check, bank draft, or money order. Notwithstanding the foregoing, the Optionee shall also be able to pay the Total Option Price and the Tax Payment by delivering irrevocable instructions to his broker to deliver to the book value per share Company a sufficient amount of cash to pay such amounts in accordance with a written agreement between the Company and the brokerage firm if, at the end time of exercise, the Company has entered into such an agreement (a "Cashless Exercise"). Promptly following receipt and acceptance of the most recent fiscal quarter) multiplied notice of exercise and payment for the Total Option Price and the Tax Payment, the Company shall issue the shares in the name of the Optionee and deliver the certificates therefor to the Optionee. If the Optionee fails to pay for all or any part of the number of shares specified in the written notice or fails to accept delivery of same upon tender of delivery thereof, the Optionee's right to exercise his option with respect to such undelivered shares may be terminated by the fraction of the fractional share which would otherwise have been issued hereunderCompany. Anything to the contrary herein notwithstanding, the Company's obligation to sell and deliver stock under this Agreement is subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and applicable stock exchange and automated quotation system requirements as the Company deems necessary or advisable. The Company shall not be obligated required to issue any Option Shares hereunder if sell and deliver stock pursuant hereto unless and until it receives proof satisfactory to it that the issuance or transfer of such Option Shares would shares will not violate any of the provision provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or the rules and regulations of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal stock exchange or automated quotation system on which the Shares Company's securities are tradedtraded or quoted, as or the provisions of any state law governing the sale of securities, or that there has been compliance with the provisions of such prices are officially quoted on such exchangeacts, rules, regulations and state laws.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open marketmonths) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereofacceptable. Option Shares will be issued accordingly by the CompanyCompany within 15 business days, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to exercise This Option may be exercised only by written notice (the Option, "Exercise Notice") by the Option Holder shall submit Optionee to the Company at its principal executive office. The Exercise Notice shall be deemed given when deposited in the U. S. mails, postage prepaid, addressed to the Company at its principal executive office, or if given other than by deposit in the U.S. mails, when delivered in person to an instrument in writing signed by executive officer of the Company at that office. The date of exercise of the Option Holder, specifying (the whole "Exercise Date") shall be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice shall state the number of Option Shares shares in respect of which the Option is being exercisedexercised and, accompanied by payment, in a manner acceptable to if the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares shares for which the Option is being exercisedexercised are to be evidenced by more than one stock certificate, the denominations in which the stock certificates are to be issued. Payment The Exercise Notice shall be signed by the Optionee and shall include the complete address of such person, together with such person's social security number. This Option may be exercised either by tendering cash in the amount of the Option Price or by tendering shares of Common Stock (which may include shares previously acquired upon exercise of options granted under the Plan). The Exercise Notice shall be accompanied by payment of the aggregate Option Price of the shares purchased by cash or check payable to the order of the Company or by delivery of shares of Common Stock owned by the Optionee, in form satisfactory to the Company, tendered in full or partial payment of the Option Price. If shares of Common Stock are used to pay part or all of the Option Price, the value of such shares for purposes of exercising this Option shall be the Fair Market Value of the Common Stock on the Exercise Date. This Option may also be exercised by having shares of Common Stock having a Fair Market Value on the Exercise Date equal to the aggregate Option Price withheld by the Company. In addition to the foregoing, any Option granted under this Agreement may be exercised by a broker-dealer acting on behalf of the Optionee if (i) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing such Option, together with instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock subject to such Option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, (ii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (iii) the broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The certificates for shares of Common Stock as to which this Option shall have been so exercised shall be registered in the name of the Optionee and shall be delivered to the Optionee at the address specified in the Exercise Notice. In the case of the exercise of the option by an Optionee who is employed by the Company or a Subsidiary on the Exercise Date, the Optionee in exercising such option shall make payment or other arrangements (including, but not limited to, requesting that the Company withhold shares of Common Stock that were to be issued to the Optionee upon such exercise) satisfactory to the Company in cash or Shares already owned for withholding federal and state taxes, if applicable, with respect to the shares acquired upon exercise of the option. In the case of options exercised when the Optionee is no longer employed by the Option Holder (provided that Company or a Subsidiary, such option exercise shall be valid only if accompanied by payment or other arrangement satisfactory to the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on Company with respect to the open market) Company's obligations, if any, to withhold federal and having a total Fair Market Value (as defined below) equal state taxes with respect to the exercise priceof the option. In the event the person exercising the Option is a transferee of the Optionee by will or under the laws of descent and distribution, or in a combination of cash and such Shares, the Exercise Notice shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly accompanied by appropriate proof (satisfactory to the Company, and a share certificate dispatched ) of the right of such transferee to exercise the Option. Subject to the limitations expressed herein, this Option Holder within 30 daysmay be exercised with respect to all or a part of the shares of the Common Stock subject to it. The Neither the Optionee nor any person claiming under or through the Optionee shall be or have any rights or privileges of a stockholder of the Company shall not be required to issue fractional Shares in respect of any of the shares issuable upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any unless and until certificates representing such fractional share therefor, shares shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to (as evidenced by the contrary herein notwithstanding, appropriate entry on the books of the Company shall not be obligated to issue any Option Shares hereunder if or of a duly authorized transfer agent of the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeCompany).

Exercise of Option. The Chartwell Option may be exercised by Trenwick, in whole or in part, at any time or from time to time after the Merger Agreement becomes terminable by Trenwick under circumstances which would or could entitle Trenwick to receive the Termination Fee pursuant to Section 5.14(b) of the Merger Agreement (a "Trigger Event") (regardless of whether the Merger Agreement is actually terminated or whether there occurs a closing involving Chartwell); provided, that a Trigger Event shall not occur in the circumstances contemplated by Section 5.14(b)(z) of the Merger Agreement unless and until a Termination Fee shall be payable pursuant to Section 5.14(b)(z) of the Merger Agreement. In order the event Trenwick wishes to exercise the Chartwell Option, the Option Holder Trenwick shall submit deliver to the Company Chartwell a written notice (an instrument in writing signed by the Option Holder, 2 "Exercise Notice") specifying the whole total number of Option Shares in respect it wishes to purchase. Each closing of which the a purchase of Option is being exercisedShares (an "Option Closing") shall occur, accompanied by payment, in a manner acceptable but subject to the Company (which shall include satisfaction or waiver of the conditions set forth in Section 3 hereof, at a broker assisted exercise arrangement)place, on a date and at a time designated by Trenwick in an Exercise Notice delivered at least two business days prior to the date of the Option Price for Closing. The Chartwell Option shall terminate upon the earlier of: (i) the Effective Time; (ii) the termination of the Merger Agreement other than under circumstances which also constitute a Trigger Event; or (iii) the 180th day following a Trigger Event (or if, at the expiration of such 180 day period the Chartwell Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal, but in no event under this clause (iii) later than the 365th day following such Trigger Event). Notwithstanding the foregoing, the Chartwell Option may not be exercised if Trenwick is in material breach of any of its representations or warranties, or in material breach of any of its covenants or agreements, contained in this Agreement or in the Merger Agreement. Upon the giving by Trenwick to Chartwell of the Exercise Notice and the tender of the applicable aggregate Exercise Price, but subject to the satisfaction or waiver of the conditions set forth in Section 3 hereof, Trenwick shall be deemed to be the holder of record of the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided issuable upon such exercise, notwithstanding that the Option Holder has owned such Shares for a minimum period stock transfer books of six months Chartwell shall then be closed or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of that certificates representing such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may shall not then be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeactually delivered to Trenwick.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement)Company, of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash (which shall include a broker assisted exercise arrangement) or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the CompanyCompany on the exercise date, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction frac- tion of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 5. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercisedexercised and (b) be accompanied by a check, cash or money order payable to Lyondell Chemical Company in the full amount of the purchase price for any shares of Common Stock being acquired or, at the option of the Optionee, accompanied by paymentCommon Stock theretofore owned by such Optionee for at least six months that is equal in value to the full amount of the purchase price (or any combination of cash, check or such Common Stock). For purposes of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Any Common Stock delivered in satisfaction of all or a manner acceptable portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. By acceptance of this Option, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and that the Company will not be obligated to issue any Option Shares pursuant to this Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. Furthermore, the Optionee acknowledges that only shares of Treasury Stock may be issued upon the exercise of this Option. Notwithstanding anything to the contrary contained herein, this Option shall not be exercisable to the extent the Company does not have sufficient shares of Treasury Stock and is not permitted, under the terms of its charter documents or debt instruments, to acquire shares of Treasury Stock to satisfy its obligations hereunder. Whether or not the options and shares covered hereby have been registered pursuant to the Securities Act, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to take any action with respect to the exercise priceshares specified in such notice, or in a combination of cash and such Sharesthe time for delivery thereof, which would otherwise be as promptly as possible, shall be deemed acceptable postponed for purposes hereofthe period of time necessary to take such action. Option Shares will be issued accordingly by Notwithstanding anything to the contrary contained herein, the Company, and a share certificate dispatched acting through the Committee, hereby reserves the right to the deliver cash in lieu of Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphIn such event, the Company, in lieu amount of delivering any such fractional share therefor, cash to be paid shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount be equal to the book value per share at the end number of the most recent fiscal quarter) multiplied by the fraction of the fractional share which Option Shares that would otherwise have been issued hereunder. Anything to delivered multiplied by the contrary herein notwithstanding, excess of the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share of a share of Common Stock on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeof exercise over $12.9125.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by written notice provided to the Company an instrument as set forth in writing signed by Section 6. Such written notice shall (a) state the Option Holder, specifying the whole number of Option Shares in shares of Common Stock with respect of to which the Option is being exercised, (b) be accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder shares of Common Stock (provided that the Option Holder has owned such Shares for a minimum period of six months not subject to limitations on transfer) or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and Common Stock payable to Xxxxxx Geophysical Company in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or Common Stock (not subject to limitations on transfer) in the full amount of federal, state and other governmental withholding tax requirements resulting from such Sharesexercise (or instructions to satisfy such withholding in accordance with Section 9); provided, however, that any shares of Common Stock delivered in payment of the option price that are or were the subject of an award under the Plan must be shares that the Participant has owned for a period of at least six months prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by valued at its Fair Market Value on the Company, and a share certificate dispatched to the Option Holder within 30 daysdate of exercise. The Company shall not be required to issue fractional Shares upon Committee may, in its sole discretion, arrange for the exercise of the Optionthis Option through a broker-assisted cashless exercise program. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Participant agrees that he will not exercise the Option, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Participant or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Participant agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, as soon as practicableat its election, require the Participant to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take whatever any action it reasonably can so that such Option Shares may be issued without resulting with respect to the shares specified in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daynotice, the next preceding day that time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the Shares were traded) on the principal exchange on which the Shares are traded, as period of time necessary to take such prices are officially quoted on such exchangeaction.

Exercise of Option. (a) The Option may only be exercised by Genzyme, in whole or in part, at any time or from time to time, after the date (i) the Merger Agreement becomes terminable under circumstances which would entitle Genzyme to a payment under Section 10.4 of the Merger Agreement and (ii) assuming the Merger Agreement had been terminated (regardless of whether it is terminated), Genzyme in fact would become entitled to a payment under Section 10.4 of the Merger Agreement (with any such time being referred to as the "Exercise Event"). Biomatrix shall notify Genzyme promptly in writing of the occurrence of the Exercise Event, it being understood that the giving of such notice by Biomatrix shall not be a condition to the right of Genzyme to exercise the Option. In order the event Genzyme wishes to exercise the Option, the Option Holder Genzyme shall submit deliver to the Company Biomatrix a written notice (an instrument in writing signed by the Option Holder, "Exercise Notice") specifying the whole total number of Option Shares it wishes to acquire. Each closing of a purchase of Option Shares (a "Closing") shall occur on a date and at a time designated by Genzyme in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to Genzyme. Upon the giving by Genzyme to Biomatrix of the Exercise Notice and payment of the aggregate Exercise Price with respect of which to the Option is being exercisedShares specified in the Exercise Notice, accompanied by paymentand provided that the conditions set forth in Section 3 to Biomatrix's obligation to issue the Option Shares to Genzyme hereunder have been satisfied or waived, in a manner acceptable Genzyme shall be deemed to be the Company (which shall include a broker assisted exercise arrangement), holder of record of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided issuable upon such exercise, notwithstanding that the Option Holder has owned such Shares for a minimum period stock transfer book of six months Biomatrix shall then be closed or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of that certificates representing such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may shall not then be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeactually delivered to Genzyme.

Exercise of Option. In order to exercise The Option may be exercised only by written notice (the Option, “Exercise Notice”) by the Option Holder shall submit Optionee to the Company at its principal executive office. The Exercise Notice will be deemed given when deposited in the U. S. mails, postage prepaid, addressed to the Company at its principal executive office, or when delivered in person to an instrument in writing signed by officer of the Company at that office. The date of exercise of the Option Holder, specifying (the whole “Exercise Date”) will be the date of the postmark if the notice is mailed or the date received if the notice is delivered other than by mail. The Exercise Notice will state the number of Option Shares shares in respect of which the Option is being exercisedexercised and, accompanied by payment, in a manner acceptable to if the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares shares for which the Option is being exercisedexercised are to be evidenced by more than one stock certificate, the denominations in which the stock certificates are to be issued. Payment The Exercise Notice will be signed by the Optionee and will include the complete address and social security number of the Optionee. The Exercise Notice must be accompanied by payment of the aggregate Exercise Price of the shares purchased by cash or check payable to the order of the Company or by delivery of shares of Common Stock owned by the Optionee, in form satisfactory to the Company, tendered in full or partial payment of the Exercise Price. If shares of Common Stock are used to pay part or all of the Exercise Price, the value of such shares will be the Fair Market Value of the Common Stock on the Exercise Date. The certificates for shares of Common Stock as to which the Option has been exercised will be registered in the name of the Optionee and will be delivered to the Optionee at the address specified in the Exercise Notice. In exercising the Option, the Optionee will make payment or other arrangements (for example, by requesting that the Company withhold shares of Common Stock otherwise issuable upon such exercise) satisfactory to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) withholding federal and having a total Fair Market Value (as defined below) equal state taxes, if applicable, with respect to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares shares acquired upon the exercise of the Option. If any fractional interest in In the event the person exercising the Option is a Share would transferee of the Optionee, the Exercise Notice will be deliverable upon accompanied by appropriate proof of the right of such transferee to exercise the Option. Subject to the limitations expressed herein, the Option may be exercised with respect to all or a part of the shares of Common Stock subject to it; provided, however, that no single partial exercise of the Option will result in whole or in part but for the provisions issuance of this paragraph, less than one-fourth (1/4) of the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal shares initially subject to the book value per share at option. Neither the end Optionee nor any person claiming under or through the Optionee will be or have any rights or privileges of a stockholder of the most recent fiscal quarter) multiplied by the fraction Company in respect of any of the fractional share which would otherwise shares issuable upon exercise of the Option, unless and until certificates representing such shares have been issued hereunder. Anything to (as evidenced by the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share appropriate entry on the immediately preceding date (or, if books of the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeCompany).

Exercise of Option. In order The Option may be exercised for all, or from time to exercise the Optiontime any part, of the Option Holder Shares for which it is then exercisable. The exercise date shall submit to be the date the Company an instrument in writing receives a written or electronic notice of exercise signed by the Option HolderHolder (which the Committee may required to be delivered in electronic form pursuant to Section 16), specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment(a) full payment for the Option Shares with respect to which the Option is exercised, in a manner acceptable to the Company (which shall which, at the discretion of the Company, may include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised, (b) payment by the Option Holder of all payroll, withholding or income taxes incurred in connection with the Option exercise (or arrangements for the collection or payment of such tax satisfactory to the Committee are made). Payment The purchase price for the Shares as to which the Option is exercised shall be paid to the Company in cash or Shares already owned by full at the time of exercise at the election of the Option Holder (provided that the Option Holder has owned such i) in cash, (ii) in Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise priceaggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, or (iii) partly in a combination of cash and partly in such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by (iv) through the Company, and delivery of irrevocable instructions to a share certificate dispatched broker to deliver promptly to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at aggregate Option Price for the end of the most recent fiscal quarterShares being purchased, or (v) multiplied through having Shares withheld by the fraction of the fractional share which Company from any Shares that would have otherwise have been issued hereunderreceived by Option Holder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such the Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such the Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order The Option must be exercised by written notice given to Optionor in the manner provided in Section 16 below, which notice shall specify a Closing Date not less than ninety (90) days from the date on which such notice is given. Optionee shall have a period of forty-five (45) days from the date on which such notice is given (the "Examination Period") during which to make such examination and investigation of the Option Parcel as Optionee wishes to make. At any time prior to the expiration of the Examination Period, if Optionee determines, for any reason whatsoever, that it does not desire to complete the purchase of the Option Parcel, Optionee may rescind its notice of intent to exercise the Option by so notifying Seller and Escrow Agent in writing, in which event this Agreement and the escrow provided for herein shall be terminated and the Earnxxx Xxxey Deposit and all earnings thereon shall be immediately returned to Optionee. If Optionee fails to rescind its notice of intent to exercise the Option prior to the expiration of the Examination Period, Optionee shall be deemed to have approved the Option Parcel and to have waived all conditions precedent to the Closing, except performance by Optionor. The Closing must occur on or before August 24, 2001. Optionee may exercise the Option only if, at the time Optionee gives notice of its intent to exercise the Option, Opus has completed construction of an office building on the Option Holder shall submit 10-acre Parcel and Optionee has executed a lease with Opus pursuant to which Optionee will occupy at least twenty-five percent (25%) of the building. From the date of this Agreement to the Company an instrument in writing signed by expiration of the Option Holder, specifying the whole number of Option Shares in respect of period during which the Option is being exercisedmay be exercised or the earlier termination of this Agreement, accompanied by payment, in Optionee shall have a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), continuing right of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) access and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched entry to the Option Holder within 30 days. The Company shall Parcel in order to make its investigations and determinations as to the feasibility of the property and whether or not be required to issue fractional Shares upon the elect to exercise of the Option. If Optionee hereby indemnifies Optionor and the Option Parcel and holds Optionor and the Option Parcel free and harmless from any fractional interest in a Share would be deliverable and all loss or liability resulting from the activities of Optionee, its agents and employees upon the exercise Option Parcel, and from any and all mechanics', materialmen's and other liens resulting from such conduct of Optionee, its agents and employees upon the Option in whole or in part but for Parcel. The foregoing indemnification shall survive the provisions termination of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAgreement.

Exercise of Option. In order to exercise The Options shall be exercised in the Option, the Option Holder following manner: Optionee or Optionee's estate shall submit deliver to the Company an instrument in writing signed by the Option Holder, written notice specifying the whole number of Option Shares in respect shares which he elects to purchase and a date, not more than ten (10) business days after the date of such notice, upon which the Option is being exercised, accompanied by payment, in a manner acceptable such shares shall be purchased and payment therefor shall be made. Upon delivery to the Company on such date of (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment i) cash or certified or bank cashier's check payable to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period order of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched or (ii) shares of Common Stock, or (iii) the irrevocable direction of Optionee to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphwithhold Common Stock from those exercised, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value the product of the number of shares specified in such notice and the exercise price, together with payment, by (i) cash or certified or bank cashier's check payable to the order of the Company, (ii) or shares of Common Stock, or (iii) the irrevocable direction of Optionee to withhold Common Stock from those exercised, or (iv) by such other method as shall be acceptable to the Company, of such amount, if any, as the Company deems necessary to satisfy its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise or the transfer of shares thereupon, the shares so purchased shall thereupon be promptly delivered to Optionee or Optionee's estate. Provided, however, that if any Shares are not publicly traded, an amount equal securities or other law or regulation of any commission or agency of competent jurisdiction shall require the Company or the exercising Optionee to take any action with respect to the book value per share at the end of the most recent fiscal quarter) multiplied shares acquired by the fraction exercise of an Option, then the fractional share date upon which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not issue or cause to be obligated issued the certificate or certificates for the shares shall be postponed until full compliance has been made with all such requirements of law or regulation; provided that Optionee shall use Optionee's best efforts to issue take all necessary action to comply with such requirements of law or regulation. Neither Optionee nor Optionee's estate will be deemed to be a holder of any Option Shares hereunder if shares pursuant to exercise of the Options until the date of the issuance of a stock certificate to him for such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeshares.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number Delivery and Deposit of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company Certificate(s). You (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination ---------------------------------------------------------- the case of cash and such Sharesyour death, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the your legal representative) may exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the provisions Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value the number of Optioned Shares being purchased multiplied by the Exercise Price (or if any Shares are not publicly tradedthe "Aggregate Exercise Price"), an amount (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the book Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value per share at equal to the end Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the most recent fiscal quarterExercise Consideration only if (1) multiplied the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions and the Company Repurchase Option to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the fraction Company of the fractional share which would otherwise have been issued hereunderExercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. Anything to the contrary herein notwithstandingAs soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawdeposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which event the Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions, and the Company shallRepurchase Option to the same extent as the Optioned Shares in respect of which such Non-Cash Distribution was made. All such deposited certificate(s) may have set forth thereon a legend or legends (in addition to the legend referred to in Section 8 hereof) indicating that the shares of Common Stock (or other property) represented by such certificate(s) are subject to the Transfer Restrictions and, to the extent applicable, to the Company Repurchase Option, as soon provided herein. All shares of Common Stock delivered upon the exercise of the Option as practicable, take whatever action it reasonably can so that such Option Shares may provided herein shall be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high fully paid and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangenon-assessable.

Exercise of Option. In The option hereby granted shall be exercised by the delivery to the Corporation or its delegate, from time to time, of notice specifying the number of shares the Optionee then desires to purchase, together with cash, certified check, bank draft or postal or express money order to the order of the Corporation for an amount in United States dollars equal to the sum of: (a) the option price of such shares and (b) an amount sufficient to pay all state and federal withholding taxes (including, without limitation, FICA) with respect to the exercise (the Optiontotal of (a) and (b) shall be referred to as the "Exercise Amount"). In the alternative, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price Optionee may tender payment for the Option Shares for which option shares in the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period form of six months or has purchased such Shares on the open market) and shares of Timber Stock having a total Fair Market Value (as defined below) on the date of exercise equal to the exercise price, Exercise Amount or in a combination of cash (i) shares of Timber Stock and (ii) cash, certified check, bank draft or postal or express money order to the order of the Corporation in an amount in United States dollars equal to the difference between the Exercise Amount and the Fair Market Value of the tendered shares of Timber Stock on the date of exercise. If shares of Timber Stock are tendered in payment of the exercise price of options hereunder and such Sharesshares were acquired upon exercise of a stock option, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly such shares must have been held by the Company, Optionee for at least six months. Such notices shall in all cases be given in accordance with uniform procedures specified by the Corporation or its delegate and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon effective until filed and received by the Corporation or its delegate for such purposes. In each case, the date of receipt shall be considered the date of exercise of the Optionoption by the Optionee. If An exercise of stock options granted under this Agreement will generate compensation subject to federal and state tax withholding (including, without limitation, FICA withholding) in the calendar year of each exercise, and all such withholding taxes shall be the responsibility of the Optionee. The Committee may also authorize alternative procedures for exercising options under this Agreement. Within thirty (30) business days after any fractional interest in a Share would be deliverable upon the such exercise of the Option option in whole or in part but for by the provisions of this paragraphOptionee, the CompanyCorporation shall make available to the Optionee a certificate or certificates representing the aggregate number of shares with respect to which such option shall be so exercised, registered in the Optionee's name. The Optionee shall not have the right, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end exercise of the most recent fiscal quarter) multiplied by option, to surrender the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingoption granted hereby, the Company shall not be obligated to issue or any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawportion thereof, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeorder to receive shares covered by this option grant.

Exercise of Option. In order The option contained in this Exhibit “H” shall be exercised by Tenant, if at all, only in the following manner: (i) Tenant shall deliver written notice to Landlord (the “Interest Notice”) not less than 365 days prior to the expiration of the Term stating that Tenant may be interested in exercising its option; (ii) Landlord, within sixty (60) days after receipt of the Interest Notice, shall deliver to Tenant notice (the “Option Rent Notice”) setting forth Landlord’s determination of the Fair Market Rental Rate; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the Optiondate (the “Exercise Date”) which is the 270th day prior to the expiration of the Term, exercise the option by delivering written notice (“Exercise Notice”) thereof to Landlord, which exercise shall be irrevocable and unconditional. During the period of time between the date Landlord delivers the Option Holder Rent Notice and the Exercise Date, Landlord and Tenant shall submit to discuss Landlord’s determination of the Company an instrument Fair Market Rental Rate. Concurrently with Tenant’s delivery of the Exercise Notice, if Landlord and Tenant have not already agreed in writing signed by upon the Fair Market Rental Rate, Tenant may object, in writing (within the Exercise Notice), to Landlord’s determination of the Fair Market Rental Rate set forth in the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by paymentRent Notice, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned event such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined Rental Rate shall be determined pursuant to Section 4 below) equal . Tenant’s failure to deliver the exercise price, Exercise Notice on or in a combination of cash and such Sharesbefore the Exercise Date, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by to constitute Tenant’s waiver of its option to extend under this Exhibit “H.” Tenant’s failure to timely object in writing to Landlord’s determination of the Company, and a share certificate dispatched to Fair Market Rental Rate set forth in the Option Holder within 30 days. The Company Rent Notice shall be deemed Tenant’s acceptance of Landlord’s determination of the Fair Market Rental Rate and the following provisions of Section 4 shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeapply.

Exercise of Option. In order Notice of the exercise of this Option or any portion thereof shall be given to the Company, or any other employee of the Company or an affiliate who is designated by the Company to accept such notices on its behalf, specifying the number of shares for which it is exercised; provided, that no partial exercise of this Option may be for fewer than 100 shares unless the Optionremaining shares purchasable are fewer than 100 shares. Payment of the Exercise Price shall be made in full at the time this Option is exercised. Payment shall be made (i) by certified or cashier’s check, the Option Holder shall submit (ii) by delivery and assignment to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already Common Stock owned by the Option Holder (provided Optionee that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined belowin the Company’s 2006 Stock Incentive Plan) on the first business day preceding the date this Option is exercised equal to the exercise aggregate purchase price of the Option Shares, (iii) by irrevocably authorizing a third party to sell Option Shares and remit to the Company a sufficient portion of the sale proceeds to pay the purchase price, or in (iv) by a combination of cash and such Shares(i), shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days(ii) or (iii). The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shallwill, as soon as reasonably practicable, take whatever action it reasonably can so notify the Optionee of the amount of the minimum withholding tax, if Exhibit B to Employment Agreement any, that such must be collected by the Company under federal, state and local law due to the exercise of this Option. The Optionee shall, prior to receiving the Option Shares may purchased under this Option, satisfy the amount of the withholding tax specified in the Company’s notice by (i) certified or cashier’s check, (ii) delivery and assignment to the Company of shares of Common Stock previously owned by the Optionee having a Fair Market Value of such amount, (iii) notice to the Company of the Optionee’s election to require the Company to withhold whole Option Shares otherwise deliverable to the Optionee from the exercise of this Option, which Option Shares have a Fair Market Value of such amount, or (iv) a combination of (i), (ii) or (iii). Certificates for any shares of Common Stock delivered in satisfaction of all or a portion of the Exercise Price and the withholding tax shall be issued without resulting in such violations of lawappropriately endorsed for transfer and assignment to the Company. For purposes hereofof determining the amount, if any, of the Exercise Price satisfied by delivery of shares of Common Stock or the amount of the tax withholding satisfied by delivery of shares of Common Stock or withholding of Option Shares from the exercise of this Option, such shares shall be valued at Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately first business day preceding the date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeof exercise.

Exercise of Option. In order The Option shall be exercisable by Lessee only upon strict satisfaction on or before the Option Expiration Date of the following conditions (the “Exercise Requirements”): (a) Lessee shall notify County in writing of its exercise of the Option (“Exercise Notice”); (b) Lessee shall accompany the Exercise Notice with (i) Lessee’s execution and delivery to County of the Restated Lease with any blank or bracketed terms set forth in Exhibit A hereto completed in accordance with the terms and provisions of this Agreement; and (ii) payment of the amount, if any, by which the Security Deposit required under Article 7 of the Restated Lease exceeds the amount of the security deposit then maintained by Lessee with County pursuant to Section 7 of the Existing Lease; (c) as of the date of Lessee’s delivery of the Exercise Notice there shall not be a Lessee Default under this Agreement nor shall Lessee be in material breach or default under the Existing Lease after written notice from County and the expiration of any applicable cure period set forth in the Existing Lease; (d) the Option Conditions shall have been satisfied and there shall be no change in circumstances after the satisfaction of the Option Conditions that causes the Option Conditions to no longer continue to be satisfied; (e) Director shall have approved all plans, specifications and other materials for the Renovation Work required to be submitted to Director pursuant to Section 7.3 of this Agreement; and (f) Director and Lessee shall have agreed upon the Approved Phasing Schedule and the Phase Cost Amounts pursuant to Section 7.4 of this Agreement. With respect to the Exercise Requirements set forth in clauses (e) and (f) above, Director agrees to process Lessee’s submittals of any remaining required plans, specifications and other materials for the Renovation Work within the time periods required under Section 5.3 of the form of Restated Lease, and to exercise good faith, reasonable efforts to reach agreement with Lessee on the Approved Phasing Schedule and the Phase Cost Amounts within the time period required herein for exercise of the Option. Upon Lessee’s proper and timely exercise of the Option, County shall execute and deliver the Option Holder shall submit to Restated Lease within forty-five (45) days following the Company an instrument in writing signed by the Option Holder, specifying the whole number date of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted Lessee’s exercise arrangement), of the Option Price for Option; provided, however, at Lessee’s request County shall use its commercially reasonable efforts to execute the Option Shares for which Lease within such shorter time period as reasonably requested by Lessee to effectuate the Option is being exercisedexecution and delivery of the Lease on a concurrent basis with the closing of Lessee’s Project Financing. Payment to The Effective Date of the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value Restated Lease (as defined belowin the form of Restated Lease) equal to shall be the exercise pricedate the Restated Lease is executed and delivered by County, or which date shall be inserted into page 1 of the Restated Lease concurrent with County’s execution and delivery thereof. If Lessee’s Project Financing is in a combination position to close within the above forty- five (45) day period, County agrees to cooperate with Lessee to effectuate a concurrent closing of cash the Project Financing and County’s delivery of the Restated Lease such Sharesthat the Effective Date of the Restated Lease is the same as the date of the close of Lessee’s Project Financing; provided, however, in no event shall such agreement to cooperate be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by interpreted to require County to delay the Companyexecution and delivery of the Restated Lease beyond such forty-five (45) day period; and provided, and a share certificate dispatched to the Option Holder within 30 days. The Company further, that County shall not be required to issue fractional Shares upon execute and deliver the exercise Restated Lease unless during such forty-five (45) day period the Option Conditions continue to be satisfied and Lessee’s Project Financing is in a position to close on or before the execution and delivery by County of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeRestated Lease.

Exercise of Option. In order to Parent may exercise all or any of the Option, in whole or in part, at any time or from time to time during the period (the "Option Period") from and including the date hereof through and including the earlier of (i) the Effective Time and (ii) sixty days after the termination of the Merger Agreement. The purchase of any Subject Shares upon exercise of an Option shall be subject to compliance with the HSR Act (as such term is defined in the Merger Agreement), to the extent that the HSR Act is applicable to such purchase. Notwithstanding the expiration of the Option Holder Period, Parent shall submit be entitled to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option purchase all Subject Shares in respect of which the an Option is being exercised, accompanied by payment, in a manner acceptable shall have been exercised prior to the Company (which shall include a broker assisted exercise arrangement), expiration of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the CompanyPeriod, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise expiration of the Option in whole Period shall not affect any rights hereunder which by their terms do not terminate or in part but expire prior to or as of such expiration. If Parent wishes to exercise an Option, it shall deliver to the Stockholder (the "Selling Stockholder") a written notice to that effect which specifies (i) the number of Subject Shares to be purchased from such Selling Stockholder and (ii) a date not earlier than three business days nor later than 20 business days from the date such notice is delivered for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end consummation of the most recent fiscal quarterpurchase and sale of such Subject Shares (the "Option Closing Date"); provided, however, that (x) multiplied by if the fraction consummation of the fractional share which would otherwise have been issued hereunder. Anything to purchase and sale of such Subject Shares (the contrary herein notwithstanding, the Company shall "Option Closing") cannot be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision effected by reason of any applicable lawjudgment, in decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which event such restriction on consummation has expired or been terminated and (y) without limiting the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (orforegoing, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Parent and the Shares were not traded applicable Selling Stockholder shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on that daywhich any required notification period has expired or been terminated, any required approval has been obtained and any requisite waiting period has expired or been terminated. The place of the next preceding day that Option Closing shall be at the Shares were tradedoffices of Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol, 45 Rxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxd the time of the Option Closing shall be 10:00 a.m. (New York Time) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeOption Closing Date.

Exercise of Option. In order to exercise the Option, the The Supplier Tooling Purchase Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number must be exercised within ninety (90) days of Option Shares (a) a Supply Default in respect of which the Customer does not CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS, HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. exercise its rights under the Access Agreement or (b) in the case of the Customer’s exercise of its rights under the Access Agreement, the expiration or termination of the Sale Period. The closing of the Supplier Tooling Purchase Option is being exercised, accompanied by payment, in a manner acceptable to will occur within two (2) business days following the date on which the Company no longer requires use of the applicable Supplier Owned Tooling. To the extent that the applicable Supplier Owned Tooling is used by the Company for the production of parts for the Company’s customers other than the Customer (which shall include a broker assisted exercise arrangementsuch other customers are referred to herein collectively as the “Impacted Customer” and such non-dedicated tooling is referred to as the “Non-Dedicated Tooling”), the Customer may not exercise the Supplier Tooling Purchase Option in respect of the Option Price for the Option Shares for which the Option is being exercised. Payment such Supplier Owned Tooling unless (i) each Impacted Customer delivers a consent in writing to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest Supplier Tooling Purchase Option and (ii) in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shallis not in default under the applicable purchase order or supply contract between the Company and the Impacted Customer, the Impacted Customer delivers a written acknowledgement reasonably satisfactory to the Company that the Company is released of its obligation to manufacture parts on and after Customer’s purchase and removal of the Non-Dedicated Tooling to the extent such Non-Dedicated Tooling is necessary for such production. The Company agrees to exercise its commercial best efforts to obtain promptly such consent(s) as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean reasonably necessary to effectuate the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeSupplier Tooling Purchase Option relating to Non-Dedicated Tooling.

Exercise of Option. In order Subject to exercise the earlier expiration or termination of this Option as provided under the Plan, this Option shall be cumulative and may be exercised, by written notice to the Company, only at such time or times and for such percentage of the aggregate number of shares offered by this Option, determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule: Number of Full Years Number of Shares Purchasable Cumulative Shares Purchasable 1 year 2years 3 years Notwithstanding the foregoing, no Option Holder shall submit be exercisable until the information required by Rule 1 6b-3(b) of the Securities Exchange act of 1934, as amended, with respect to the Plan is disseminated in accordance with the provisions of such Rule on or prior to the date of the first annual meeting of shareholders held after the first registration of an equity security of the Company under Section 12 of such Act. At or prior to the time this Option becomes exercisable, the Company shall provide to Director certain information regarding the Company and the Stock useful to Director in making an investment decision, if such information is not otherwise available to Director. In no event shall this Option be exercisable after the expiration of One Hundred Twenty-One (121) months from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering to the Company an instrument in writing signed unrestricted shares of Stock held by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), of the Option Price Director for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of more than six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) fair market value equal to the exercise purchase price, or in (c) a combination of cash and such Sharesshares of Stock. For purposes of this Agreement, fair market value of the Stock shall be deemed acceptable for purposes hereofdetermined in accordance with the provisions of the Plan. Option Shares will No fraction of a share of Stock shall be issued accordingly by the CompanyCompany upon exercise of a option or accepted by the Company in payment of the exercise price thereof; rather, Director shall provide a cash payment for such cash amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Unless and until a share certificate dispatched or certificates representing such shares shall have been issued by the Company to Director, Director (or the person permitted to exercise this Option Holder within 30 days. The Company in the event of Directors death) shall not be required or have any of the rights or privileges of a shareholder of the Company with respect to issue fractional Shares shares acquirable upon the an exercise of the this Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.

Exercise of Option. In order to Options that have become exercisable may be exercised in whole or in part at any time during the period herein specified by giving written notice of exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercisedshares to be purchased, accompanied by payment, payment in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), full of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company purchase price in cash or Shares its equivalent as determined by the Committee. As determined by the Committee, in its sole discretion, payment in whole or in part may also be made in the form of unrestricted Stock already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares Optionee, based in each case, on the open market) and having a total Fair Market Value of the Stock on the date the Option is exercised. Any payment in the form of stock already owned by the Optionee may be effected by use of an Acknowledgement and Attestation Form approved by the Committee. To the extent the Optionee exercises the Option or Reload Option (as defined below) granted hereunder, by delivering (or attesting to ownership of) shares of unrestricted common stock instead of paying cash, or pays tax withholding by delivering shares of unrestricted common stock, or having shares withheld from exercise, then, if the Optionee’s relationship as an employee has not terminated, the Optionee shall automatically receive on the date of such exercise a new Option (a “Reload Option”) to purchase additional shares of stock equal to the exercise pricenumber of shares so delivered or attested to, or in (at the sole discretion of the Committee) withheld by, the Company. The Reload Option shall have a combination strike price equal to the Fair Market Value per share of cash common stock on the date the Reload Option is granted, shall expire the same date as the expiration date of the Option so exercised, be fully vested and exercisable, have no DERs and otherwise shall be subject to the same terms and conditions as set forth herein. Furthermore, such Reload Options shall not constitute an “Incentive Stock Option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). All deliveries and distributions under this Option Grant are subject to withholding of all applicable taxes. At the election of the Optionee, but subject to the sole discretion of the Committee and such Shares, shall rules and limitations as may be deemed acceptable for purposes hereof. Option Shares will be issued accordingly established by the CompanyCommittee from time to time, and a share certificate dispatched such withholding obligations may be satisfied through the surrender of shares of common stock which the Optionee already owns, or to which the Option Holder within 30 daysOptionee is otherwise receiving shares of common stock upon exercise under the Plan. The Company shall not Optionee may be required able to issue fractional Shares upon defer payment of taxes on income realized in connection with the exercise of these options by participating in the Option. If any fractional interest in a Share would be deliverable upon Company’s Deferred Compensation Plan, subject to the exercise eligibility requirements and other rules and procedures of the Option Deferred Compensation Plan in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share place at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangetime.

Exercise of Option. In order The option herein granted shall be deemed fully exercised as to exercise the OptionProperty if (i) on or before the date of closing under the Purchase Agreement as may be extended by amendment to the Purchase Agreement, the Buyer pays to Title, as defined in the Purchase Agreement attached hereto as Exhibit B ("Exhibit B Purchase Agreement"), as Escrow Agent for both parties, the cash portion of the Option Holder shall submit Fee, as hereafter defined, and delivers to Owner the non-cash portion of the Option Fee, namely, the Warrants, as hereafter defined; and (ii) the Buyer gives to the Company an instrument in writing signed by Owner, before the Option HolderTermination Date, specifying a written notice of election to purchase the whole number Property. Service of Option Shares such notice shall be sufficient if served personally or if timely deposited in respect of which the United States mail addressed to Owner as hereinafter provided and received by Owner on or prior to the Option is being exercisedTermination Date. Failure to timely provide such notice or timely pay the Option Fee to Owner and Title, shall automatically terminate the option herein granted to Buyer and Title shall remit the cash portion of the Option Fee in its possession to Owner and any accrued interest thereon to Buyer. Upon receipt by Title of the Option Fee and the receipt by Owner of the notice and the Warrants, the parties shall execute the Exhibit B Purchase Agreement. The Option Fee shall consist of nonrefundable cash in the amount of $2,000,000.00 and nonrefundable warrants with a cashless exercise provision ("Warrants") to purchase 60,000 shares of Techne Corporation, during a six (6) year period commencing on the first anniversary of its delivery, accompanied by payment, registration rights specified in a manner acceptable attached Exhibit E. Notwithstanding the foregoing or any other provision of this Option Agreement to the Company (which contrary, the option granted hereunder shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) not be exercisable and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly null and void (i) in the event Buyer or Techne Corporation has not yet acquired from Owner the real property covered by the CompanyPurchase Agreement on or before the scheduled date of closing, and a share certificate dispatched as may be extended by an amendment to the Purchase Agreement; or (ii) provided Owner has acquired fee title to the property covered by the Phase II Option, in the event Buyer or Techne Corporation fails to pay Owner the Option Holder within 30 days. The Company shall not be Fee as stated in and required by the Phase II Option prior to issue fractional Shares upon the actual exercise of the option herein granted to Buyer; or (iii) in the event the entire Property is condemned prior to Buyer's exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise Upon execution of the Option in whole or in part but for the provisions of this paragraphExhibit B Purchase Agreement by both parties, the Company, Option Fee shall be deemed the "Deposit" as defined in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeExhibit B Purchase Agreement.

Exercise of Option. In order The options granted hereunder shall be exercisable by delivery of a notice of exercise in a form approved by the Company, which notice shall state the election to exercise the Optionoption, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares shares in respect of which the Option option is being exercised, accompanied by payment, in a manner acceptable and such other representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be required by the Company (which shall include a broker assisted exercise arrangement), pursuant to the provisions of the Option Price for the Option Shares for which the Option is being exercisedPlan or this agreement. Payment to the Company in cash or Shares already owned Such written notice shall be signed by the Option Holder Optionee (provided that or other person entitled to exercise the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal option pursuant to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraphagreement or the Plan) and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the purchase price. Payment of the purchase price shall be in cash or cash equivalents, shares of Common Stock or a combination thereof, by net share settlement or similar procedure, (by "cashless exercise") or by such other means as the Administrator may authorize, in each case pursuant to the provisions of the Plan. Unless the shares of Common Stock have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement filed on Form S-8 or otherwise, the Company, certificate or certificates for shares of Common Stock as to which the option shall be exercised shall be registered in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end name of the most recent fiscal quarter) multiplied by Optionee and shall contain the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingfollowing legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawAS AMENDED (THE "ACT"), in which event the Company shallAND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, as soon as practicableAND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS REGISTERED UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeAND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW."

Exercise of Option. In order to exercise the Option, the Option Holder This option shall submit to the Company an instrument in writing signed be exercised by the Option Holder, specifying the whole number delivery of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable written notice to the Company (the "Notice") setting forth the number of shares with respect to which shall include a broker assisted exercise arrangement)the option is to be exercised and the address to which the certificates for such shares are to be mailed, together with (i) cash or check payable to the order of the Option Price Company for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book option price for the number of shares specified in the Notice, or (ii) with the consent of the Committee, shares of Common Stock of the Company which (a) either have been owned by the Holder for more than six (6) months on the date of surrender or were not acquired, directly or indirectly, from the Company, and (b) have a fair market value on the date of surrender not greater than the option price for the shares as to which such option is being exercised, or (iii) with the consent of the Committee, delivery of such documentation as the Committee and a broker, if applicable, shall require to effect an exercise of the option and delivery to the Company of the sale or loan proceeds required to pay the option price of the shares for which the option is being exercised, or (iv) with the consent of the Committee, such other consideration which is acceptable to the Committee and which has a fair market value equal to the option price for the shares as to which the option is being exercised, or (v) with the consent of the Committee, a combination of (i), (ii), (iii), (iv) and/or (v). For the purpose of the preceding sentence, the fair market value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything Common Stock so delivered to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices closing price per Share share on the immediately preceding date (of delivery as reported by such registered national securities exchange on which the Common Stock is listed, or, if the Shares were Common Stock is not traded listed on that daysuch an exchange, as quoted on NASDAQ; provided, that, if there is no trading on such date, the next preceding day that fair market value shall be deemed to be the Shares were traded) closing price per share on the principal exchange last preceding date on which the Shares are Common Stock was traded, as such prices are officially . If the Common Stock is not listed on any national registered securities exchange or quoted on such exchangeNASDAQ, the fair market value of the Common Stock shall be determined in good faith by the Committee.

Exercise of Option. In order Subject to exercise the Optionearlier expiration of this Option as herein provided, this Option may be exercised, by written notice (in the Option Holder shall submit form prescribed by the Company from time to time) to the Company an instrument in writing signed at its principal executive office addressed to the attention of the President or the Treasurer, at any time and from time to time after the date of grant hereof. Acceptable electronic notification through our third party option administrator is deemed written notice. However, this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the Option Holder, specifying the whole number of Option Shares in respect full years from the date of which grant hereof to the Option is being exercised, accompanied by paymentdate of such exercise, in a manner acceptable to accordance with the following schedule: PERCENTAGE OF SHARES NUMBER OF FULL YEARS THAT MAY BE PURCHASED -------------------- --------------------- Less than 1 year 0% 1 year 25% 2 years 50% 3 years 75% 4 years or more 100% Notwithstanding the foregoing, in the event Employee takes an unpaid leave of absence from the Company (which a) Employee's right to exercise this Option shall include a broker assisted be suspended three months after the beginning of such leave, (b) Employee's right to exercise arrangement)this Option shall be reinstated if Employee returns to active employment with the Company within 12 months after the beginning of such leave, and (c) if Employee does not return to active employment with the Company within 12 months after the beginning of such leave, then, for purposes of this Option, Employee shall be considered to have terminated employment on the date such leave began. Further, notwithstanding the exercise schedule set forth above, (i) while Employee is on an unpaid leave of absence, further vesting of shares stops and this Option is exercisable (to the extent provided in the preceding sentence) only as to the number of shares Employee was entitled to purchase hereunder as of the Option Price for date such leave began, and (ii) if Employee returns to active employment with the Option Shares for which Company within 12 months after the beginning of such leave, then the exercise schedule set forth above shall be reinstated (subject to the provisions of clause (i) of this sentence). This Option is being exercisednot transferable otherwise than by bequest or the laws of descent and distribution. Payment to This Option may be exercised only while Employee remains an employee of the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period and will terminate and cease to be exercisable upon Employee's termination of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by employment with the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchange.except that:

Exercise of Option. In order to exercise the Option, the Option Holder This option or any portion thereof shall submit be exercised by written notice delivered to the Company an instrument in writing signed by at its then principal offices, setting forth the Option Holder, specifying the whole number of Option Shares in shares with respect of to which the Option option is being exercised, accompanied by paymentthe full amount of the purchase price, in the form of a manner certified or cashier’s check, or cash, or, if deemed acceptable to at the Company (which shall include a broker assisted exercise arrangement), discretion of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period Board of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination Directors of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to stock of the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon whose fair market value equals the exercise price per share of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) option multiplied by the fraction number of shares being purchased, or such other lawful consideration as is determined acceptable by the Board of Directors at their discretion. Upon receipt of notice and payment as aforesaid, the Company shall promptly make arrangement for the issuance to Optionee of the fractional share number of shares as to which would otherwise have been issued hereunderthis option was exercised. Anything Provided, however, that if any law or any regulation of any regulatory agency or other body having jurisdiction in the premises shall require any action to be taken in connection with the contrary herein notwithstandingshares specified in said notice, then the delivery date of such shares shall be extended for a period reasonably necessary to permit the Company to take such action. Provided further that the Company shall not be obligated to issue any Option Shares hereunder shares pursuant to the option if counsel for the Company determines that such issuance of such Option Shares would violate the provision or would likely be in violation of any applicable lawsecurities laws. The Company reserves the right to require that the Optionee, prior to receipt of the shares, represent and warrant in writing, in which form and substance satisfactory to the Company, that the shares purchased are being acquired without any view to the distribution thereof and agree in writing to the imposition of legends on the stock certificates setting forth any restrictions upon disposition under applicable securities laws. In the event Optionee wishes to sell any shares purchased pursuant to this option prior to the expiration of (a) one year from the date of their issuance, or (b) two years from the date of the granting of this option, he shall notify the Company shall, as soon as practicable, take whatever action it reasonably can so that in writing not less than thirty days prior to such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangesale.

Exercise of Option. In order Subject to exercise the Optionlimitations set forth herein and in the Plan, the this Option Holder shall submit may be exercised by notice provided to the Company an instrument as set forth in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), Section 5. The payment of the Option Exercise Price for the Option Shares for which being purchased pursuant to the Option is being exercised. Payment shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company in cash Company, or Shares already attestation to the ownership, of Common Stock owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined belowdetermined by the Company without regard to any restrictions on transferability applicable to such Common Stock 2 by reason of federal or state securities laws or agreements with an underwriter for the Company) equal not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in proceeds of a Share would be deliverable sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option in whole or in part but for (including, without limitation, through an exercise complying with the provisions of this paragraphRegulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount (d) by withholding Option Shares equal to their the Exercise Price multiplied by the number of Options exercised divided by the Fair Market Value at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option is less than the Fair Market Value of a share of Common Stock on the day the Option would otherwise expire as provided in Section 3(a), then the Option shall be automatically exercised in full pursuant to clause (d) above immediately prior to its expiration. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares are not publicly traded, an amount equal to the book value result obtained by dividing (a) the excess of the aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per share at of Common Stock subject to the end Option, and the Optionee may retain the shares of Common Stock the most recent fiscal quarter) multiplied by the fraction ownership of the fractional share which would otherwise have been issued hereunderis attested. Anything Notwithstanding anything to the contrary herein notwithstandingcontained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company shall will not be obligated to issue any Option Shares hereunder pursuant to this Option Agreement, if the exercise of the Option or the issuance of such Option Shares shares would violate constitute a violation by the Optionee or by the Company of any provision of any applicable lawlaw or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, in which event unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company shallmay, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as soon promptly as reasonably practicable, shall be postponed for the period of time necessary to take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangeaction.

Exercise of Option. In order to exercise (a) To the Option, extent that the Option Holder shall submit has become and remains exercisable it may be exercised by the Employee delivering to the Company an instrument in writing Corporation a written notice of exercise signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by paymentEmployee, in substantially the form attached hereto as Exhibit A or such other form as approved by the Corporation (a manner acceptable "Notice of Exercise"), together with a check payable in U. S. Dollars to the Company (which shall include a broker assisted exercise arrangement), Corporation in the amount of the Option total Exercise Price for the Option Shares for which the Option is being exercised. Payment to be purchased pursuant to the Company in cash Notice of Exercise. Alternatively, all or Shares already any portion of the Exercise Price may be paid by tendering to the Corporation shares of Common Stock owned by the Option Holder Employee for at least six (provided that 6) months and duly endorsed for transfer, to be credited against the total Exercise Price of the Option Holder has owned such Shares for a minimum period of six months or has to be purchased such Shares on at the open market) and having a total Fair Market Value (as defined belowin the Plan) of the Common Stock tendered on the date of exercise; provided, however, no fractional shares of Common Stock may be so tendered. In the event that the aggregate amount of the check, if any, plus the Fair Market Value of the shares of Common Stock tendered exceeds the total Exercise Price of the Option Shares to be purchased (the "Excess Consideration"), the Corporation shall issue to the Employee or his/her designee a stock certificate evidencing shares of Common Stock equal to the exercise price, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly Excess Consideration divided by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by Common Stock on the fraction date of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstandingexercise; provided, however, the Company Corporation shall not be obligated to issue any Option Shares hereunder if fractional shares to the issuance Employee and the Corporation shall pay to the Employee an amount of such Option Shares would violate cash equal to the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean of any fractional share determined as of the mean between date of exercise. In addition to the high above methods of exercise, to the extent permitted under Regulation T of the Federal Reserve Board, and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that daysubject to applicable securities laws, the next preceding day that Option may be exercised through a broker in a so-called "cashless exercise" whereby the broker sells the Option Shares were traded) on and delivers cash sales proceeds to the principal exchange on which Corporation in payment of the Shares are traded, as such prices are officially quoted on such exchangetotal Exercise Price plus the amount of taxes and other amounts to be withheld pursuant to Section 10 hereof.

Exercise of Option. In order to exercise the OptionWhile this Option remains exercisable, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in Optionee may exercise a manner acceptable to the Company (which shall include a broker assisted exercise arrangement), vested portion of the Option by delivering to the Corporation or its designee in the form and at the location specified by the Corporation, notice stating the Optionee's intent to exercise a specified number of shares subject to the Option and payment of the full Exercise Price for the Option Shares specified number of shares. The payment for which the Option is being exercised. Payment full Exercise Price for the shares exercised must be made in (i) cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the Company in cash or Shares already owned by order of the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise priceCorporation, or in a combination of cash and such Shares, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option (iii) in whole or in part but in Common Stock of the Corporation owned by the Optionee, valued at Fair Market Value. Shares of Common Stock of the Corporation used for payment, in whole or part, of the Exercise Price must have been owned by the Optionee, free and clear of all liens or encumbrances for a period of at least six (6) months prior to the exercise date. In addition, the Committee may impose such other or different requirements as it may deem necessary to avoid charges to earnings of the Corporation. The exercise date for the provisions Optionee's exercise of all or a specified portion of the Option pursuant to this Section III will be deemed to be the date on which the Corporation receives the irrevocable commitment from the Optionee to exercise the Option Shares in the form of notice of exercise specified by the Corporation, subject to Optionee's payment in full for the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section II above, except as provided in Section IV below. Upon the Corporation's determination that there has been a valid exercise of the Option, the Corporation shall issue certificates in accordance with the terms of this paragraphAgreement, or cause the Corporation’s transfer agent to make the necessary book entries, for the shares subject to the exercised portion of the Option. However, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end of the most recent fiscal quarter) multiplied by the fraction of the fractional share which would otherwise have been issued hereunder. Anything to the contrary herein notwithstanding, the Company Corporation shall not be obligated liable to issue the Optionee, the Optionee's personal representative, or the Optionee's successor(s)-in-interest for damages relating to any Option Shares hereunder if delays in issuing the certificates or in making book entries, any loss of the certificates, or any mistakes or errors in the issuance of such Option Shares would violate the provision of any applicable lawcertificates or in making book entries, or in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangecertificates themselves.

Exercise of Option. In order to exercise the Option, the Option Holder shall submit to the Company an instrument in writing signed by the Option Holder, specifying the whole number Delivery and Deposit of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner acceptable to the Company Certificate(s). You ---------------------------------------------------------- (which shall include a broker assisted exercise arrangement), of the Option Price for the Option Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and having a total Fair Market Value (as defined below) equal to the exercise price, or in a combination the case of cash and such Sharesyour death, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the your legal representative) may exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but by giving written notice to the Company on the form attached hereto as Exhibit A (the "Exercise Notice") prior to the Option Termination Date, accompanied by full payment for the provisions Optioned Shares being purchased (a) in cash or by certified or bank cashier's check payable to the order of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value the number of Optioned Shares being purchased multiplied by the Exercise Price (or if any Shares are not publicly tradedthe "Aggregate Exercise Price"), an amount (b) in shares of the Company's Common Stock (the "Tendered Shares") with a market value equal to the book Aggregate Exercise Price or (c) any combination of cash, certified or bank cashier's check or Tendered Shares having a total value per share at equal to the end Aggregate Exercise Price (such cash, check or Tendered Shares with such value being referred to as the "Exercise Consideration"). However, Tendered Shares may be surrendered as all or part of the most recent fiscal quarterExercise Consideration only if (1) multiplied the Common Stock is publicly traded over-the-counter or on a national securities exchange, (2) you shall have acquired such Tendered Shares more than six months prior to the date of exercise and, (3) if such Tendered Shares are then subject to Transfer Restrictions, only with the prior written consent of the Company as provided in Section 3(a) hereof. As a condition to such consent, the Company may require that a number of Optioned Shares acquired by you upon your exercise of the Option equal to the number of Tendered Shares surrendered upon such exercise shall be subject to the Transfer Restrictions to the same extent that such Tendered Shares surrendered upon such exercise were so subject immediately prior to such surrender. Receipt by the fraction Company of the fractional share which would otherwise have been issued hereunderExercise Notice and the Exercise Consideration shall constitute the exercise of the Option or a part thereof. Anything to the contrary herein notwithstandingAs soon as reasonably practicable thereafter, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of Optioned Shares purchased, registered in your name. If such certificate(s) represent(s) Optioned Shares with respect to which the Transfer Restrictions shall not have lapsed, such certificate(s) shall, immediately upon your receipt thereof, be obligated to issue any Option Shares hereunder if the issuance of such Option Shares would violate the provision of any applicable lawdeposited by you, together with a stock power endorsed in blank, in escrow with the Company. In addition, any certificate(s) representing shares of Common Stock, or other property other than cash, distributed (including pursuant to any stock split) in respect of Optioned Shares purchased by you (a "Non-Cash Distribution") with respect to which event the Company Transfer Restrictions shall not have lapsed shall, immediately upon your receipt thereof, be deposited by you, together with a stock power endorsed in blank (if applicable), in escrow with the Company, and shall be subject to the Transfer Restrictions to the same extent as soon as practicable, take whatever action it reasonably can so that the Optioned Shares in respect of which such Option Shares Non-Cash Distribution was made. All such deposited certificate(s) may be issued without resulting have set forth thereon a legend or legends (in such violations of law. For purposes addition to the legend referred to in Section 8 hereof, Fair Market Value shall mean the mean between the high and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day ) indicating that the Shares were tradedshares of Common Stock (or other property) on represented by such certificate(s) are subject to the principal exchange on which Transfer Restrictions as provided herein. All shares of Common Stock delivered upon the Shares are traded, exercise of the Option as such prices are officially quoted on such exchangeprovided herein shall be fully paid and non-assessable.

Exercise of Option. In order The Optionee, from time to time during the period when the Option hereby granted may by its terms be exercised, may exercise the Option, the Option Holder shall submit by delivering to the Company an instrument in writing a written notice signed by the Option Holder, specifying Optionee stating the whole number of Option Shares in respect shares that the Optionee has elected to purchase and the manner of which the Option is being exercised, payment for such shares. The notice shall be accompanied by paymentpayment in full by (a) cash or check, in a manner acceptable to or, (b) delivery of shares of Common Shares, duly endorsed for transfer (or with duly executed stock powers attached), (c) Optionee’s written request that the Company (which shall include withhold a broker assisted exercise arrangement), number of the Option Price for the Option Common Shares for which the Option is being exercised. Payment to the Company in cash or Shares already owned acquired by the Option Holder (provided that the Option Holder has owned such Shares for a minimum period of six months or has purchased such Shares on the open market) and Optionee having a total Fair Market Value (as defined below) fair market value equal to the cash exercise priceprice thereof, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Committee or as may be required in a order to comply with or to conform to the requirements of any applicable or relevant laws or regulations or (d) any combination of cash and such Sharesthe foregoing, shall be deemed acceptable for purposes hereof. Option Shares will be issued accordingly by the Company, and a share certificate dispatched to the Option Holder within 30 days. The Company shall not be required to issue fractional Shares upon the exercise of the Option. If any fractional interest in a Share would be deliverable upon the exercise of the Option in whole or in part but for the provisions of this paragraph, the Company, in lieu of delivering any such fractional share therefor, shall pay a cash adjustment therefor in an amount equal to their Fair Market Value (or if any Shares are not publicly traded, an amount equal to the book value per share at the end purchase price of the most recent fiscal quarter) multiplied shares then to be purchased (including any withholding taxes as determined by the fraction Committee). Common Shares surrendered as payment for shares purchased pursuant to the exercise of this Option will be valued, for such purposes, at fair market value (as determined by the Committee) on the date of such Option exercise. As soon as practicable after receipt of the fractional share which would otherwise have been issued hereunderforegoing, the Company shall issue the shares in the name of the Optionee and deliver the certificates therefor to the Optionee. Anything to the contrary herein notwithstanding, the Company’s obligation to sell and deliver Common Shares under this Option is subject to such compliance with Federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities as the Company deems necessary or advisable. The Company shall not be obligated required to issue sell and deliver stock pursuant hereto unless and until it receives satisfactory proof that the provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder or the provisions of any Option Shares hereunder if state law governing the issuance sale of securities, or that there has been compliance with the provisions of such Option Shares would violate the provision of any applicable lawacts, in which event the Company shallrules, as soon as practicable, take whatever action it reasonably can so that such Option Shares may be issued without resulting in such violations of law. For purposes hereof, Fair Market Value shall mean the mean between the high regulations and low selling prices per Share on the immediately preceding date (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded) on the principal exchange on which the Shares are traded, as such prices are officially quoted on such exchangestate laws.