Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If ’s designated agent), stating the Optionee fails to pay for any number of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding. The Option Payment shall be made in cash or cash equivalents or, at the discretion of the Committee, in whole Shares previously acquired by the OptioneeOptionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares. Subject to applicable securities laws and the consent of the Committee, the Optionee may also exercise the Option (a) by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes, or (b) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the sum of the Option Payment and the amount necessary to satisfy any applicable withholding obligations.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are other than Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly as soon as practicable (but in no case more than three (3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject The Optionee (or other person entitled to such administrative regulations as exercise the Option) shall purchase shares of Common Stock subject hereto by the payment to the Company may from time to time adopt, of the Stock Option may be exercised by the delivery of an exercise notice to the Company, Price in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock full. This Option is to be exercisedexercised by written notice to the Company stating the full number of shares to be purchased and the time of delivery thereof, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) 15 days after the giving such of notice unless an earlier time date shall have been mutually agreed upon. On upon between Optionee (or other person entitled to exercise the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of Option) and the Company. Upon payment of all amounts due from the OptioneeAt such time, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the person exercising Option), deliver at the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Price therefor in full for the number of shares to deliver such Optioned Shares shallbe delivered; provided, however, that the time of delivery may be subject to the condition that if at any time postponed by the Company shall determine in its discretion that the listing, registration, or qualification for such period as may be required for it to comply with reasonable diligence with any requirements of law. Payment of the Option Price shall be made in cash either by a certified or official bank check. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock Option or the Optioned Shares upon any securities exchange or under any state or federal lawis publicly traded, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised payment in whole or in part unless such listingof the Option Price may be made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any liens, registrationclaims, qualificationencumbrances or security interests, consent, or approval based upon the Fair Market Value (as defined in the Plan) of the Common Stock on the date the Option is exercised. No shares of Common Stock shall be issued until full payment therefor has been made and any tax withholding obligations have been effected or obtained free of any conditions not reasonably acceptable to the Companysatisfied (in accordance with Section 10(d)). If the Optionee (or other persons entitled to exercise the Option) fails to accept a delivery of, or to pay for all or any part of the Optioned Shares number of shares specified in such notice upon tender or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase exercise the Option with respect to such Optioned Shares undelivered shares shall be thereupon terminated. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock is publicly traded, payment in whole or in part of the Option Price may be made pursuant to be forfeited a program developed under Regulation T as promulgated by the OptioneeFederal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: (i) in cash, cashier’s checkor (ii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or certified check payable (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), and (ii) above. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the order Optionee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for broker will either (i) sell all of the Optioned Shares then being purchased received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to be delivered the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Optionee (either directly or through the person exercising Company) a stock certificate for the remaining Shares. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Optionee’s Stock Option , in the event name of his death) at its principal business office promptly after the Exercise DateOptionee or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. The obligation Such delivery shall be effected for all purposes when the Company or a stock transfer agent of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Optionee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock owned by the Optionee on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, having the Company retain from the shares of Common Stock otherwise issuable upon exercise of the Stock Option a number of shares of Common Stock having a value (determined pursuant to rules established by the Company in its discretion) equal to the total Option Price of the shares to be purchased (a “net exercise”); and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to the Optionee (or the person exercising registered in the Optionee’s Stock Option name (or such person as designated in writing by the personal representative of the Optionee’s estate in the event of his the Optionee’s death) at its principal business office promptly after the Exercise Date, unless the Optionee, or such other person, requests, in writing, delivery of the certificates for the Common Stock in accordance with the procedures established by the Committee, which procedures shall apply to this Award unless otherwise provided by the Committee. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If Subject to Section 8, below, if the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Optionee’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, Company of (i) written notice setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly (or other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Optionee’s right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by Committee (the Company, “Exercise Notice”) setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon). On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death), but shall not issue certificates for such Common Stock unless the Participant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) at its principal business office promptly after of the Exercise DatePlan. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice within three (3) business days of the date in the Exercise Notice or fails to accept delivery thereof, then the Company may cause the Stock Option Exercise Notice shall be null and void and the right Company will have no obligation to purchase deliver any shares of Common Stock to the Participant in connection with such Optioned Shares to be forfeited by the OptioneeExercise Notice.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by Committee (the Company, “Exercise Notice”) setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall ), and whether the Optioned Shares to be at least three (3) days after giving such notice unless exercised will be considered as deemed granted under an earlier time shall have been mutually agreed uponIncentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death), but shall not issue certificates for such Common Stock unless the Participant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) at its principal business office promptly after of the Exercise DatePlan. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice within three (3) business days of the date in the Exercise Notice or fails to accept delivery thereof, then the Company may cause the Stock Option Exercise Notice shall be null and void and the right Company will have no obligation to purchase deliver any shares of Common Stock to the Participant in connection with such Optioned Shares to be forfeited by the OptioneeExercise Notice.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, Company of (i) written notice setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such Option Exercise Price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly (or other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Optionee’s right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: cash, cashier’s check(i) in cash or its equivalent, or certified check payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the order total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the shares of Common Stock received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Upon payment Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of all amounts due from the OptioneeExchange Act. In no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the Sxxxxxxx-Xxxxx Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the Optioned Shares then being number of shares of Common Stock purchased to under the Option. Such delivery shall be delivered to effected for all purposes when the Optionee (Company or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation a stock transfer agent of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Grantee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptterms and conditions of this Agreement, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which this option shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingby delivering to the Company at its principal place of business a written notice, registrationsigned by the person entitled to exercise the option, qualificationof the election to exercise the option and stating the number of shares to be purchased. Such notice shall, consentas an essential part, be accompanied by the payment of the full option exercise price of the shares then to be purchased, except as provided below. Payment of the full option exercise price may be made, at the election of the Participant, in (a) cash, (b) common stock of the Company, or approval shall have been effected (c) any combination of cash or obtained free common stock of any conditions not reasonably acceptable to the Company. If A Participant using common stock of the Optionee fails Company to pay the purchase price of shares being purchased may do so either by actual delivery of share certificate(s) for any such common stock or by attesting as to the ownership of such common stock. Shares of common stock used in payment of the Optioned Shares purchase price shall be valued at their closing price on the New York Stock Exchange on the trading day immediately preceding the date of exercise. The Participant may elect to pay the purchase price upon the exercise of this option by authorizing a third party to sell all the shares (or a sufficient portion of the shares) acquired upon the exercise of the option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise. Upon the proper exercise of this option, the Company shall issue in the name of the person exercising the option, and deliver to such person, a certificate or certificates for the shares purchased, provided that if any applicable law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance of such shares, the date of delivery of the shares shall be extended for the period necessary to take such action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or fails otherwise in respect of any of the option shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to accept delivery thereofpay in cash, then within the time period specified by the Company, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optioneedeems appropriate.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office or cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable in any manner permitted by the Plan. In the event that shares of Restricted Stock are tendered as follows: cashconsideration for the exercise of a Stock Option, cashier’s check, or certified check payable a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the order number of shares of Restricted Stock used as consideration therefor shall be subject to the Companysame restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his deathdeath or another permitted transfer) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as To exercise an Option under the Company may from time to time adoptPlan, the Stock Option may be exercised by the delivery of an exercise Grantee must give written notice to the Company, in such the form and substance as may be prescribed by the Companyof Exhibit “A” attached hereto, setting forth specifying the number of Optioned Shares with respect to which the Stock Grantee elects to exercise the Option is together with full payment of the Exercise Price and payment to be exercisedthe Company of any tax withholding required in connection with your exercise of the Option (including FICA, the Medicare, and local, state, or federal income taxes). The date of exercise thereof (will be the “Exercise Date”) date on which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration receives the notice. Payment may be made by any means determined by the Committee in its sole discretion and consistent with a value equal to the total Exercise Price terms of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the CompanyPlan. Upon payment of all amounts due from the OptioneeGrantee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Grantee (or the person exercising the OptioneeGrantee’s Stock Option in the event of his his/her death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the terms of the Plan and to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder. Then, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Grantee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Grantee’s right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock and Callable Shares) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO, (c) if the Company has completed an IPO, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock or Callable Shares so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: cash, cashier’s check(i) in cash or its equivalent, or certified check payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the order total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the shares of Common Stock received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Upon payment Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of all amounts due from the OptioneeExchange Act. In no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the Xxxxxxxx-Xxxxx Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the Optioned Shares then being number of shares of Common Stock purchased to under the Option. Such delivery shall be delivered to effected for all purposes when the Optionee (Company or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation a stock transfer agent of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Grantee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable to in the order manner prescribed in Article 8 of the CompanyPlan. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s e (or such person as designated in writing by the person exercising personal representative of the OptioneeParticipant’s Stock Option estate in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. Subject to Section 8, If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted Common Stock) owned by the Optionee on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted Common Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted Common Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted Common Stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after requests delivery of the Exercise Datecertificates for the Common Stock in writing and in accordance with the procedures established by the Company. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Optionee’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the Optionee.

Manner of Exercise. Subject You may exercise your Option only to the extent vested and only if the Option has not terminated. To exercise your Option, you must complete the “Notice of Stock Option Exercise” form provided by the Company and return it to the address indicated on the form. Your form must specify how many shares you wish to purchase and will explain how you must satisfy the exercise price and withholding taxes due, if any, upon exercise. The form will be effective when it is received by the Company. If someone else wants to exercise your Option after your death, that person must contact the Company and prove to the Company’s satisfaction that he or she is entitled to do so. Your ability to exercise the Option may be restricted by the Company if required by applicable law, any Company policy or any agreement between the Company and its underwriters. Requirements of Law and Securities Exchange: The granting of this Option and the issuance of shares of Common Stock in connection with the exercise of this Option are subject to all applicable laws, rules and regulations and to such administrative regulations approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Option Award, the Company has no liability to deliver any shares of Common Stock under this Option or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until you have taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any shares issued under this Option as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the applicable requirements of any national securities exchanges. Transferability: You may from time to time adoptnot transfer or assign your Option for any reason, the Stock Option may other than under your will or as required by intestate laws. Any attempted transfer or assignment in violation of this provision will be exercised null and void. During your lifetime, only you (or your guardian or legal representative if approved by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his deathyour incapacity) are entitled to exercise the vested portion of your Option. Restrictions on Resale: By accepting the Option, you agree not to sell any Shares acquired under the Option at a time when applicable laws, Company policies or an agreement between the Company and its principal business office promptly after underwriters prohibit a sale. No Right to Continue Employment or Service: Neither this Option nor any related material shall give you the Exercise Date. The obligation right to continue in employment by or perform services to the Company or shall adversely affect the right of the Company to deliver terminate your employment or service relationship with the Company with or without Cause at any time. No Fractional Shares: No fractional shares of Common Stock may be issued or delivered pursuant to the exercise of this Option, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional shares, or whether such Optioned Shares shallfractional shares or any rights to fractional shares will be canceled, however, be terminated or otherwise eliminated. Tax Withholding: This Option has been granted subject to the condition that you consent to whatever action the Committee directs to satisfy the statutory federal and state tax withholding requirements, if at any time any, which the Company shall determine in its discretion that determines are applicable upon the listing, registration, or qualification exercise of this Option. Availability of Annual Report to Stockholders and Other SEC Filings: A copy of the Stock Option or Company’s most recent annual report to stockholders and other filings made with the Optioned Shares upon any securities exchange or Securities and Exchange Commission are available on the Company’s internet website, xxx.xxxxxxxxxxxxxxxx.xxx, under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as “Investors Relations” section. If you would like to receive a condition of, or in connection with, the Stock Option or the issuance or purchase paper copy of the Optioned Shares thereunderCompany’s most recent annual report to stockholders and other filings made by the Company with the Securities and Exchange Commission, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free please contact Vice President and General Counsel of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the CompanyCompany or (b) Common Stock owned by the Participant at least six months prior to the Exercise Date, valued at its Fair Market Value on the Exercise Date. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee, as applicable, may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Company setting forth the number of Optioned Shares ADSs with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered to be deemed granted as an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Exercise Price of the Optioned Shares shares to be purchased, payable as follows: cash(a) by wire transfer of immediately available funds pursuant to written instructions delivered to the Participant by the Company; (b) if the Company, cashier’s in its sole discretion, so consents in writing, by the delivery of cash or a check, bank draft, or certified check money order payable to the order of the Company; (c) if the Company, in its sole discretion, so consents in writing, ADSs owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six months prior to the Exercise Date; (d) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the ADSs purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (e) in any other form of valid consideration that is acceptable to the Company in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares ADSs then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares register ADSs shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares ADSs upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares ADSs thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: follows (but in each instance, only if permitted by applicable law): (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Validian Incentive Stock Option Agreement – Xxxxx Xxxx - June 15, 2007 Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 4 Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his Total and Permanent Disability or his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise DateDate (unless the Participant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) of the Plan, in which case the Company shall deliver such certificates as soon as administratively practicable following the Company’s receipt of a written request from the Participant or such other person for delivery of the certificates). The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject The Optionee may exercise this Option, in whole or in part, only by a cashless exercise (in which upon exercise, the Optionee forfeits a number of shares of Common Stock underlying this Option having an aggregate Fair Market Value equal to the aggregate Exercise Price of the portion of the Option being exercised) by surrender of this Option at the principal office of the Company, together with a written notice of his or her election to purchase some or all of the vested shares of Common Stock purchasable at the time of such administrative regulations notice, in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y – [(A*Y)/B] Where X = the number of shares of Common Stock to be issued to the Optionee. Y = the number of shares of Common Stock purchasable upon exercise of all of the Option or, if only a portion of the Option is being exercised, the portion of the Option being exercised. A = the Exercise Price. B = the per share Fair Market Value of one share of Common Stock. Certificates for shares of Common Stock purchased upon the exercise of the Option shall be issued in the name of the Optionee or his beneficiary, as the case may be, and delivered to the Optionee or his beneficiary as soon as practicable following the effective date on which the Option is exercised. If requested upon the exercise of this Option, certificates for shares may be issued in the name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee’s estate. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of any agreement, statement or other evidence as the Company may from time require to time adoptsatisfy itself that the issuance of the Option Shares pursuant to the exercise of this Option and any subsequent resale of the shares will be in compliance with applicable laws and regulations. Notwithstanding any other provision hereof or of the Plan, the no portion of this Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly exercisable after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeExpiration Date hereof.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his Total and Permanent Disability or his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months 2005 Long-Term Incentive Plan Nonqualified Stock Option Agreement — Xxxxxx May 15, 2008 4 prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his Total and Permanent Disability or his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by Secretary of the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his deathpursuant to SECTION 7) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Participant's right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: cash, cashier’s check(i) in cash or its equivalent, or certified check payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the order total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the shares of Common Stock received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Upon payment Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of all amounts due from the OptioneeExchange Act. In no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the Xxxxxxxx-Xxxxx Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the Optioned Shares then being number of shares of Common Stock purchased to under the Option. Such delivery shall be delivered to effected for all purposes when the Optionee (Company or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation a stock transfer agent of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Grantee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Option Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and, if applicable, the number of Optioned Shares to be exercised under a Nonqualified Stock Option and under an Incentive Stock Option. On the Option Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise aggregate Option Price of the Optioned Shares shares to be purchasedpurchased plus any taxes required to be withheld by the Company upon exercise of this Stock Option, payable as follows: (a) by delivery of cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, along with a cash letter of authorization available from the Smith Barney Stock Plan Services web site at www.benefitaccess.com; (x) xx xxxxvery of Common Stock that if acquxxxx xxxx xxx Xxxxxxx has been held for at least six months, valued at its Fair Market Value on the Option Exercise Date; (c) subject to applicable law, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) any other form of payment which is acceptable to the Committee. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) electronically or at its principal business office promptly within ten (10) business days after the Option Exercise Date. Separate certificates will be delivered for shares issued pursuant to an Incentive Stock Option and shares issued pursuant to a Nonqualified Stock Option. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Participant's right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are other than Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the EXHIBIT 10.18 Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly as soon as practicable (but in no case more than three (3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: follows (but in each instance, only if permitted by applicable law): (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Validian Incentive Stock Option Agreement – Xxx Xxxx - June 15, 2007 Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If ’s designated agent), stating the Optionee fails to pay for any number of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number; provided, that this Option shall be exercisable only in the lesser of round lots of one hundred (100) Shares or the total number of Shares remaining under this grant. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state tax guidelines for the employer’s minimum statutory withholding. The Option Payment shall be made in cash or cash equivalents or in whole Shares previously acquired by the OptioneeOptionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares. Subject to Section 422 of the Code and applicable securities laws, the Optionee may also exercise the Option (a) by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes, or (b) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment. Unless otherwise provided by the Committee at any time, to satisfy any applicable withholding taxes, in lieu of cash the Optionee may direct the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option.

Manner of Exercise. Subject to such administrative regulations as -------------------- the Company Committee may from time to time adoptadopt and to standard Company policy regarding stock trading, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”) "), which shall be at least three (3) days ------------- after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash(a) a cashier's check payable in United States currency, cashier’s or (b) if acceptable to the Committee, a personal check, or certified check payable (c) in any other form of valid consideration that is acceptable to the order of the CompanyCommittee. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant in a form (DWAC, physical delivery, or the person exercising the Optionee’s Stock Option in the event of his deathother) and at its principal an address designated by Participant within ten (10) business office promptly days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of [his or her] death) at its principal business office or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of [his or her] death), promptly after the Exercise Date. The obligation of the Company to deliver or register such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Optionee’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee or the Board may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the CompanyCommittee or the Board, in such form and substance as may be prescribed applicable, or an officer of the Company designated by the CompanyCommittee or the Board, setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Optionholder shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (excluding Restricted Stock) owned by the Optionholder on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionholder has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are Publicly Traded, by delivery (including by facsimile transmission) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionholder to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee or the Board, in its sole discretion. Upon payment of all amounts due from the OptioneeOptionholder, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Optionholder (or the person exercising the OptioneeOptionholder’s Stock Option in the event of his or her death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee or the Board. If the Optionee Optionholder fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to Shares, may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee or the Board, as applicable, may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed Committee or the Board or an officer of the Company designated by the CompanyCommittee or the Board, setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. In addition, to the extent the Stock Option is exercised for the purchase of any unvested Optioned Shares, the Optionholder also shall execute and deliver the Restricted Stock Agreement in accordance with Section 3(c). On the Exercise Date, the Optionee Optionholder shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (excluding Restricted Stock) owned by the Optionholder on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionholder has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are Publicly Traded, by delivery (including by facsimile transmission) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionholder to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee or the Board, in its sole discretion. Upon payment of all amounts due from the OptioneeOptionholder, the Company shall cause certificates for the vested Optioned Shares then being purchased to be delivered to the Optionee Optionholder (or the person exercising the OptioneeOptionholder’s Stock Option in the event of his or her death) at its principal business office promptly within ten (10) business days after the Exercise DateDate with certificates for any unvested Optioned Shares retained by the Company in accordance with the terms of the Restricted Stock Agreement. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee or the Board. If the Optionee Optionholder fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to Shares, may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Board may from time to time adopt, the Stock this Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock this Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Individual shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by Individual on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which Individual has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from Individual to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of this Option or to pledge such shares to the broker as collateral for a loan from the broker and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Board in its sole discretion. Upon payment of all amounts due from the OptioneeIndividual, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Individual (or the person exercising the OptioneeIndividual’s Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock this Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock this Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock this Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyBoard. If the Optionee Individual fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option this Option, and the right to purchase such Optioned Shares to may be forfeited by at the Optioneeelection, and in the sole discretion, of the Company.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Plan and in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option substantially in the form of Exhibit A hereto delivered to the Company at its principal office no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option, stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable State tax guidelines for the employer's minimum statutory withholding. The Option Payment shall be made in cash or cash equivalents or in whole Shares that have been held by the Optionee for at least six months prior to the date of exercise valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date) or the actual sales price of such listingShares, registration, qualification, consenttogether with any applicable withholding taxes, or approval by a combination of such cash (or cash equivalents) and Shares. The Optionee shall have been effected not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of the Option or obtained free any other stock option of any conditions not reasonably acceptable to the Company. If Subject to applicable securities laws, the Optionee fails to pay for any may also exercise the Option by delivering a notice of exercise of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and by simultaneously selling the right Shares of Option Stock thereby acquired pursuant to purchase a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such Optioned sale as payment of the Option Payment, together with any applicable withholding taxes. For purposes of this Agreement, “Fair Market Value” means the closing sales price of the Shares to be forfeited by on the OptioneeNasdaq Stock Market’s National Market or the actual sales price of such Shares.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject The Optionee (or other person entitled to such administrative regulations as exercise the Option) shall purchase shares of Common Stock subject hereto by the payment to the Company may from time to time adopt, of the Stock Option may be exercised by the delivery of an exercise notice to the Company, Price in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock full. This Option is to be exercisedexercised by written notice to the Company stating the full number of shares to be purchased and the time of delivery thereof, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) 15 days after the giving such of notice unless an earlier time date shall have been mutually agreed upon. On upon between Optionee (or other person entitled to exercise the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of Option) and the Company. Upon payment of all amounts due from the OptioneeAt such time, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the person exercising Option), deliver at the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Price therefor in full for the number of shares to deliver such Optioned Shares shallbe delivered; provided, however, that the time of delivery may be subject to the condition that if at any time postponed by the Company shall determine in its discretion that the listing, registration, or qualification for such period as may be required for it to comply with reasonable diligence with any requirements of law. Payment of the Option Price shall be made in cash either by a certified or official bank check. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock Option or the Optioned Shares upon any securities exchange or under any state or federal lawis publicly traded, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised payment in whole or in part unless such listingof the Option Price may be made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any liens, registrationclaims, qualificationencumbrances or security interests, consent, or approval based upon the Fair Market Value (as defined in the Plan) of the Common Stock on the date the Option is exercised. No shares of Common Stock shall be issued until full payment therefor has been made and any tax withholding obligations have been effected or obtained free of any conditions not reasonably acceptable to the Companysatisfied (in accordance with Section 11(d)). If the Optionee (or other persons entitled to exercise the Option) fails to accept a delivery of, or to pay for all or any part of the Optioned Shares number of shares specified in such notice upon tender or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase exercise the Option with respect to such Optioned Shares undelivered shares shall be thereupon terminated. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock is publicly traded, payment in whole or in part of the Option Price may be made pursuant to be forfeited a program developed under Regulation T as promulgated by the OptioneeFederal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are other than Nonpublicly Traded, by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly as soon as practicable (but in no case more than three (3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If ’s designated agent), stating the Optionee fails to pay for any number of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding, if any. The Option Payment shall be made in cash or cash equivalents or, at the discretion of the Committee, in whole Shares previously acquired by the OptioneeOptionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares. Subject to applicable securities laws and the consent of the Committee, the Optionee may also exercise the Option (a) by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes, or (b) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the sum of the Option Payment and the amount necessary to satisfy any applicable withholding obligations.

Manner of Exercise. Subject to Article X of the Israeli Plan and such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable in the manner prescribed in Article VI of the Israeli Plan. The exercise of the Stock Option shall be subject to the order agreement with the Trustee (as defined below) and in accordance with Section 102 of the CompanyOrdinance. Upon Subject to Article X of the Israeli Plan, upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If Subject to Section 8, below, if the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptterms and conditions of this Agreement, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which this option shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingby delivering to the Company at its principal place of business a written notice, registrationsigned by the person entitled to exercise the option, qualificationof the election to exercise the option and stating the number of shares to be purchased. Such notice shall, consentas an essential part, be accompanied by the payment of the full option exercise price of the shares then to be purchased, except as provided below. Payment of the full option exercise price may be made, at the election of the Participant, in (a) cash, (b) Common Stock, or approval shall have been effected (c) any combination of cash or obtained free Common Stock. A Participant using Common Stock to pay the purchase price of any conditions not reasonably acceptable shares being purchased may do so either by actual delivery of share certificate(s) for such Common Stock or by attesting as to the Companyownership of such Common Stock. If Shares of Common Stock used in payment of the Optionee fails purchase price shall be valued at their closing price on the New York Stock Exchange on the trading day immediately preceding the date of exercise. To the extent permitted by applicable law, the Participant may elect to pay for any the purchase price upon the exercise of this option by authorizing a third party to sell all the shares (or a sufficient portion of the Optioned Shares shares) acquired upon the exercise of the option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise. Upon the proper exercise of this option, the Company shall issue in the name of the person exercising the option, and deliver to such person, a certificate or certificates for the shares purchased, provided that if any applicable law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance of such shares, the date of delivery of the shares shall be extended for the period necessary to take such action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or fails otherwise in respect of any of the option shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to accept delivery thereofpay in cash, then within the time period specified by the Company, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company deems appropriate (which arrangements may cause include the Participant instructing the Company to withhold from any issuance of Common Stock Option and upon exercise of such option, or the right Participant delivering to purchase the Company, shares of Common Stock having a Fair Market Value equal to the amount of such Optioned Shares to be forfeited by the Optioneerequired withholding taxes).

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall ), and whether the Optioned Shares to be at least three (3) days after giving such notice unless exercised will be considered as deemed granted under an earlier time shall have been mutually agreed uponIncentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described herein within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void, and the Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to electronically registered in the Optionee Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after requests delivery of the Exercise Datecertificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable to in the order manner prescribed in Article VI of the CompanyIsraeli Plan. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Main Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Plan and in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s (a) cash or check, bank draft, or certified check money order payable to the order of the Company; (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of this Stock Option, a number of shares of Common Stock issued upon the exercise of this Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may may, in its sole discretion, cause the Participant to forfeit the Stock Option Option, and the right to purchase such Optioned Shares to be forfeited by the OptioneeShares.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) if the Optioned Shares are no longer nonpublicly traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to electronically registered in the Optionee Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after requests delivery of the Exercise Datecertificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) if the Optioned Shares are no longer nonpublicly traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, Company of (i) written notice setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option, equal to the number of shares of Restricted Stock used as consideration therefore, shall be subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly (or other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Optionee’s right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable to in the order manner prescribed in Article 8 of the CompanyPlan. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock and Callable Shares) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO, (c) if the Company has completed an IPO, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock or Callable Shares so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon). On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described herein within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void, and the Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to electronically registered in the Optionee Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after requests delivery of the Exercise Datecertificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are no longer Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the value of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. For example, if 250 shares of Restricted Stock valued at $2.00 per share are used to purchase 500 Optioned Shares at an Option Price of $1.00 per share, all 500 Optioned Shares shall be Restricted Stock. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: cash, cashier’s check(i) in cash or its equivalent, or certified check payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the order total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Company. Upon payment of all amounts due from the Optionee, the Company shall Option Price if such action would cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such Optioned Shares shallother consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, howeverwithout limitation, be effecting a “cashless exercise” with a broker of the Option), subject to the condition that if at any time the Company shall determine in its discretion that the listing, registrationapplicable securities law restrictions and tax withholdings, or qualification of by any other means which the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares Committee determines to be forfeited by consistent with the Optionee.Agreement’s purpose and applicable

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s (a) cash or check, bank draft, or certified check money order payable to the order of the Company; (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise Date; provided that the Company may at its option retain physical possession of the certificate evidencing the Optioned Shares until the expiration of the holding periods described in Section 422(a)(1) of the Code. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may may, in its sole discretion, cause the Participant to forfeit the Stock Option Option, and the right to purchase such Optioned Shares to be forfeited by the OptioneeShares.

Manner of Exercise. Subject The Option may be exercised by written notice delivered to the Bank signed by the Participant or the person or persons eligible to exercise the Option under Section 18. Such notice shall state the number of shares of Common Stock with respect to which the Option is being exercised, the Exercise Price as to such administrative regulations shares and shall include such written covenants, agreements and representations as the Company Committee administering the Plan may from time to time adoptdeem necessary or desirable in order to ensure compliance with applicable laws, regulations of governmental authority and requirements of any stock market or exchange upon which the Common Stock is traded. Such notice shall be accompanied by payment of the full Exercise Price. As soon as practicable after such notice and payment shall have been received, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth Bank shall deliver a certificate or certificates representing the number of Optioned Shares shares of Common Stock with respect to which the Option was exercised in the name of the person or persons exercising the Option. Payment of the Exercise Price shall be made in cash or by check, or, in whole or in part, through the surrender of shares of Common Stock Option is to which will be exercised, valued at their Fair Market Value on the date of exercise thereof (of the “Exercise Date”Option in accordance with Section 2(j) which of the Plan. The Participant shall not be entitled to any rights as a stockholder with respect to such shares of Common Stock being acquired pursuant to the exercise of the Option unless and until certificates evidencing such Common Stock are issued. No adjustments shall be at least three (3) days after giving made for dividends or distributions or other rights for which the record date is prior to the date such notice unless an earlier time certificates are issued except as provided in Section 12. In the event the Option shall have been mutually agreed upon. On be exercised by any person other than by the Exercise DateParticipant pursuant to Section 8, 9 or 10 hereof, the Optionee notice of exercise of the Option shall deliver be accompanied by proof satisfactory to the Company consideration with a value equal to Committee administering the total Exercise Price Plan of the Optioned Shares right of such person to exercise the Option. All shares of Common Stock that shall be purchased, payable as follows: cash, cashier’s check, or certified check payable to purchased upon the order exercise of the Company. Upon payment of all amounts due from the Optionee, the Company Option as provided herein shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option fully paid and the right to purchase such Optioned Shares to be forfeited by the Optioneenonassessable.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s (a) cash or check, bank draft, or certified check money order payable to the order of the Company, and (b) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may may, in its sole discretion, cause the Participant to forfeit the Stock Option Option, and the right to purchase such Optioned Shares to be forfeited by the OptioneeShares.

Manner of Exercise. Subject All Options exercised during the Optionee's lifetime shall be exercised only by the Optionee or the Optionee's legal representative. A legal representative shall be required to such administrative regulations as provide written evidence reasonably satisfactory to the Company of his or her authority to act on behalf of the Optionee. Each Optionee may name, from time to time adopttime, any beneficiary or beneficiaries (who may be named contingently or successively) who may exercise the Stock Optionee's Options following the Optionee's death (the "Optionee's beneficiaries"). Each designation will revoke all prior designations by the Optionee, must be in writing to be valid and will be effective only when filed with the Secretary of the Company during the Optionee's lifetime. The Optionee may also revoke a designation without designating a new beneficiary. To be valid such a revocation must be in writing and will be effective only when filed with the Secretary of the Company during the Optionee's lifetime. The Option may be exercised only by the delivery of an a written notice of exercise notice in person or sent by registered or certified mail, return receipt requested, postage prepaid, to the CompanyCompany at its principal executive offices at 2000 Xxxxxxxxxxx Xxxx, Oak Brook, Illinois 60521, Attn: Secretary. In the event that the Company moves its principal executive offices it shall notify the Optionee in such form writing of the new address and substance as may Options will thereafter be prescribed exercisable only by the Companydelivery of written notice of exercise in person or sent by registered or certified mail, setting forth return receipt requested, postage prepaid, to the Company at its new principal executive offices. Each such notice of exercise shall state the number of Optioned Option Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which being exercised and either shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, signed by the Optionee shall deliver to or, in the Company consideration with a value equal to event that the total Exercise Price Option is being exercised by the legal representative of the Optioned Shares Optionee or by the Optionee's beneficiaries, shall be signed by such legal representative or beneficiaries, and shall be accompanied by a copy of the Optionee's death certificate (if the Optionee is deceased) and/or such other proof, satisfactory to be purchasedcounsel for the Company, payable as follows: cash, cashier’s check, of the right of such person to exercise the Option. Notices sent by registered or certified check payable to the order of mail shall be effective only when received by the Company. Upon payment Each such notice shall be accompanied by (a) the original executed copy of this Agreement, (b) the full aggregate purchase price of the Option Shares being purchased, and (c) such other documents or instruments as the Company may require to comply with the then current federal and state income tax and securities laws. In the event that this Option is exercised for less than all amounts due from of the OptioneeOption Shares covered by this Agreement, and subject to the terms and conditions of the Plan, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered deliver an executed copy of a new Option Agreement to the Optionee within sixty (60) days of such exercise for the number of Option Shares covered by this Agreement which are not then exercised. The exercise price for the Option Shares may be paid (i) in cash, by check, bank draft or the person exercising the Optionee’s Stock Option money order; or (ii) unless, in the event opinion of his death) counsel to the Company doing so may result in a possible violation of law, by the delivery of Shares then owned by the Optionee valued at its principal business office promptly after Fair Market Value on the Exercise Datedate of exercise. The obligation No Option Shares shall be issued in connection with an exercise of the Company to deliver Option until payment for such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have has been effected or obtained free of any conditions not reasonably acceptable to the Companymade. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optionee5.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are other than Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly as soon as practicable (but in no case more than three (3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his Total and Permanent Disability or his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to electronically registered in the Optionee Participant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death) at its principal business office ), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the Participant’s Stock Option in the event of [his / her] death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of [his / her] death) for delivery of the certificates. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If ’s designated agent), stating the Optionee fails to pay for any number of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable State tax guidelines for the employer’s minimum statutory withholding. The Option Payment shall be made in cash or cash equivalents or in whole Shares that have been held by the OptioneeOptionee for at least six months prior to the date of exercise valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), together with any applicable withholding taxes, or by a combination of such cash (or cash equivalents) and Shares. The Optionee shall not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of the Option or any other stock option of the Company. Subject to applicable securities laws, the Optionee may also exercise the Option by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes. The Optionee shall notify the Company of any disposition of shares acquired under this Agreement if such disposition occurs within two years after the date of grant or one year after the date of exercise of the Option. For purposes of this Agreement, “Fair Market Value” means the closing sales price of the Shares on the American Stock Exchange. The Committee may also approve another method of payment of the Option Price or the tax withholding amount, in its discretion in accordance with the Plan.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If 's designated agent), stating the Optionee fails to pay for any number of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited purchased, the person or persons in whose name the Shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the "Option Payment"). The Option Payment shall be made in cash or cash equivalents or in whole Shares valued at the shares' Fair Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date) or the actual sales price of such Shares, together with any applicable withholding taxes, or by a combination of such cash (or cash equivalents) and Shares. The Optionee shall not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of the Option or any other stock option of the Company. Subject to applicable securities laws, the Optionee may also exercise the Option by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes. At the time of exercising the Option, the Company shall satisfy any related tax withholding obligations by withholding from the Shares otherwise issuable pursuant to the Option a number of Shares having a Fair Value on the date of exercise equal to the required withholding taxes as set forth by Internal Revenue Service guidelines for the employer's minimum statutory withholding, or by the OptioneeOptionee delivering to the Company a like number of already owned shares. For purposes of this Agreement, "Fair Value" means the closing sales price of the Shares on the New York Stock Exchange or the actual sales price of such Shares.

Manner of Exercise. Subject to Article X of the Israeli Plan and such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable in the manner prescribed in Article VI of the Israeli Plan. The exercise of the Stock Option shall be subject to the order agreement with the Trustee (as defined below) and in accordance with Section 102 of the CompanyOrdinance. Upon Subject to Article X of the Israeli Plan, upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Main Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If Subject to Section 8, below, if the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject Notwithstanding anything to the contrary in this Option Agreement, you may exercise this Option only if it has not been forfeited or otherwise expired, and only to the extent it has vested. To exercise this Option, you must complete (i) the Notice of Share Option Exercise in the form attached hereto as Exhibit A (the “Notice of Share Option Exercise”) and (ii) the Investment Representation Statement attached hereto as Exhibit B and return each of them to the address indicated on the Notice of Share Option Exercise; or comply with such administrative regulations as other procedures established by the Company may under the Plan from time to time adopttime, the Stock which may include a requirement to exercise this Option may be exercised through an agent designated by the delivery of an exercise notice Company for such purpose or through electronic means or to deliver specific notices and investment representations to the Company, in such form and substance as may be prescribed . The exercise of this Option will become effective upon receipt by the Company, setting forth the number Company (or its designated agent) of Optioned Shares with respect your Notice of Share Option Exercise or other notice pursuant to which the Stock Option is to be exercised, the date such procedures and payment of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Companyexercise price in full. Upon payment of all amounts due from the OptioneeHowever, the Company shall cause certificates not be obligated to issue Shares as a result of such exercise until all applicable withholding taxes due as a result of the exercise have been paid in full and any other procedures are completed. In addition, the Company may suspend exercise of the Option pending its or its Affiliate’s determination of whether your employment or service will be or could have been terminated for Cause and, if such a determination is made, any such notice will automatically be rescinded. If your personal representative or heir, or such other person or persons as may acquire your rights under this Option by will or by the laws of descent and distribution, wishes to exercise this Option after your death, such person must contact the Company and prove to the Company’s satisfaction that such person has the right and is entitled to exercise this Option. Your ability to exercise this Option, or the manner of exercise or payment of withholding taxes, may be restricted by the Company or Affiliate if required by applicable law or by the Company’s or Affiliate’s trading policies as in effect from time to time. Restrictions on Resale: By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. Transferability: You may not transfer or assign this Option for any reason, other than by will or the laws of descent and distribution or as otherwise set forth in the Plan. Any attempted transfer or assignment of this Option, other than as set forth in the preceding sentence or the Plan, will be null and void. Market Stand-Off: In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the Optioned purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares then being purchased to be delivered to acquired under this Option without the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation prior written consent of the Company to deliver and the Company’s underwriters. Such restriction shall be in effect for such Optioned Shares shallperiod of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optioneeperiod exceed one hundred eighty (180) days.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptterms and conditions of this Agreement, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which this option shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listingby delivering to the Company at its principal place of business a written notice, registrationsigned by the person entitled to exercise the option, qualificationof the election to exercise the option and stating the number of shares to be purchased. Such notice shall, consentas an essential part, be accompanied by the payment of the full option exercise price of the shares then to be purchased, except as provided below. To the extent permitted by applicable law, payment of the full option exercise price may be made, at the election of the Participant, in (a) cash, (b) Common Stock, or approval shall have been effected (c) any combination of cash or obtained free Common Stock. A Participant using Common Stock to pay the purchase price of any conditions not reasonably acceptable shares being purchased may do so either by actual delivery of share certificate(s) for such Common Stock or by attesting as to the Companyownership of such Common Stock. If Shares of Common Stock used in payment of the Optionee fails purchase price shall be valued at their closing price on the New York Stock Exchange on the trading day immediately preceding the date of exercise. To the extent permitted by applicable law, the Participant may elect to pay for any the purchase price upon the exercise of this option by authorizing a third party to sell all the shares (or a sufficient portion of the Optioned Shares shares) acquired upon the exercise of the option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise. Upon the proper exercise of this option, the Company shall issue in the name of the person exercising the option, and deliver to such person, a certificate or certificates for the shares purchased, provided that if any applicable law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance of such shares, the date of delivery of the shares shall be extended for the period necessary to take such action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or fails otherwise in respect of any of the option shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to accept delivery thereofpay in cash, then within the time period specified by the Company, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company deems appropriate (which arrangements may cause include the Participant instructing the Company to withhold from any issuance of Common Stock Option and upon exercise of such option, or the right Participant delivering to purchase the Company, shares of Common Stock having a Fair Market Value equal to the amount of such Optioned Shares to be forfeited by the Optioneerequired withholding taxes).

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee or designated Company representative setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as followsto the Company in full in either: cash, cashier’s check(i) in cash or its equivalent, or certified check payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the order total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Grantee for at least six (6) months prior to their tender to satisfy the Option Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a "cashless exercise" with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Agreement's purpose and applicable law. A "cashless exercise" of an Option is a procedure by which a broker provides the funds to the Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Grantee, the broker will either (i) sell all of the shares of Common Stock received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Upon payment Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of all amounts due from the OptioneeExchange Act. In no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a "cashless exercise," if such form of consideration would violate the Xxxxxxxx-Xxxxx Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the Optioned Shares then being number of shares of Common Stock purchased to under the Option. Such delivery shall be delivered to effected for all purposes when the Optionee (Company or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation a stock transfer agent of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Grantee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to Article X of the Israeli Plan and such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Administrator setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: cash, cashier’s check, in cash or by certified check payable in the manner prescribed in Article VI of the Israeli Plan. The exercise of the Stock Option shall be subject to the order agreement with the Trustee (as defined below) and in accordance with Section 102 of the CompanyOrdinance. Upon Subject to Article X of the Israeli Plan, upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death) at its principal business office promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Main Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company ------------------ Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, Company of (i) written notice setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “"Exercise Date”) "), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s 's Stock Option in the event of his death) at its principal business office promptly (or other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Optionee's right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject Notwithstanding anything to the contrary in this Option Agreement, you may exercise this Option only if it has not been forfeited or otherwise expired, and only to the extent it has vested. To exercise this Option, you must complete (i) the Notice of Share Option Exercise in the form attached hereto as Exhibit A (the “Notice of Share Option Exercise”) and (ii) the Investment Representation Statement attached hereto as Exhibit B and return each of them to the address indicated on the Notice of Share Option Exercise; or comply with such other procedures established by the Company under the Plan from time to time, which may include a requirement to exercise this Option through an agent designated by the Company for such purpose or through electronic means or to deliver specific notices and investment representations to the Company. The exercise of this Option will become effective upon receipt by the Company (or its designated agent) of your Notice of Share Option Exercise or other notice pursuant to such administrative regulations procedures and payment of the total exercise price in full. However, the Company shall not be obligated to issue Shares as a result of such exercise until all applicable withholding taxes due as a result of the exercise have been paid in full and any other procedures are completed. In addition, the Company may suspend exercise of the Option pending its or its Affiliate’s determination of whether your employment or service will be or could have been terminated for Cause and, if such a determination is made, any such notice will automatically be rescinded. If your personal representative or heir, or such other person or persons as may acquire your rights under this Option by will or by the laws of descent and distribution, wishes to exercise this Option after your death, such person must contact the Company and prove to the Company’s satisfaction that such person has the right and is entitled to exercise this Option. Your ability to exercise this Option, or the manner of exercise or payment of withholding taxes, may be restricted by the Company or Affiliate if required by applicable law or by the Company’s or Affiliate’s trading policies as in effect from time to time adoptRestrictions on Resale: By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies or an agreement between the Stock Company and its underwriters prohibit a sale. Transferability: You may not transfer or assign this Option may for any reason, other than by will or the laws of descent and distribution or as otherwise set forth in the Plan. Any attempted transfer or assignment of this Option, other than as set forth in the preceding sentence or the Plan, will be exercised null and void. Market Stand-Off: In connection with any underwritten public offering by the delivery Company of its equity securities pursuant to an exercise notice effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Option without the prior written consent of the Company and the Company, ’s underwriters. Such restriction shall be in effect for such form and substance period of time following the date of the final prospectus for the offering as may be prescribed requested by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving Company or such notice unless an earlier time shall have been mutually agreed uponunderwriters. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shallIn no event, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the Optioneeperiod exceed one hundred eighty (180) days.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are other than Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the EXHIBIT 10.17 Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly as soon as practicable (but in no case more than three (3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the right to purchase such Optioned Shares to be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three one (31) days day after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock or Restricted Stock (with the prior approval of the Committee) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, and/or (c) in any other form of valid consideration that is acceptable to the Committee in its sole discretion; provided, however, that if the Option Price is paid in Restricted Stock, the stock received by the Participant pursuant to such exercise shall also be Restricted Stock. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly within five (5) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of In no event may the Stock Option be exercised or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval shares of any governmental regulatory body, is necessary as a condition of, or in connection with, the Common Stock be issued pursuant to this Stock Option if the exercise or the issuance thereof would violate applicable law or purchase the rules or regulations of a stock exchange or inter-dealer quotation system on which the Optioned Shares thereunder, shares of Common Stock are then the Stock Option may not be exercised in whole listed or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Companyquoted. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by at the Optioneesole discretion of the Company.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by Secretary of the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion, including a promissory note payable to the Company in the face amount of the Option Price. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his deathpursuant to Section 7) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Participant's right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise notice to the Company, in such form and substance as may be prescribed by the Company, setting forth the number of Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as ------------------ the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “"Exercise Date”) "), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s certified check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of payment that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s 's Stock Option in the event of his death) at its principal business office promptly within ten (10) business days after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Optionee's right to purchase such Optioned Shares to may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee, as applicable, may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Exercise Price of the Optioned Shares shares to be purchased, payable as follows: cash(a) by wire transfer of immediately available funds pursuant to written instructions delivered to the Participant by the Company; (b) if the Company, cashier’s in its sole discretion, so consents in writing, by the delivery of cash or a check, bank draft, or certified check money order payable to the order of the Company; (c) if the Company, in its sole discretion, so consents in writing, Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six months prior to the Exercise Date; (d) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; and/or (e) in any other form of valid consideration that is acceptable to the Company in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares register shares of Common Stock shall, however, be subject to the condition that that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee Participant fails to pay for any of the Optioned Shares ADSs specified in such notice or fails to accept delivery thereof, then that portion of the Company may cause the Participant’s Stock Option and the right to purchase such Optioned Shares to ADSs may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by Secretary of the Company, Company setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) Common Stock owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his deathpursuant to SECTION 7) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company Committee shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Participant's right to purchase such Optioned Shares may be terminated by the Company. The Company shall have the right to deduct from all amounts hereunder paid in cash or other form, any federal, state, or local taxes required by law to be forfeited withheld with respect to such payments. The Participant receiving shares of Common Stock issued under this Stock Option shall be required to pay the HENCIE, INC. INCENTIVE STOCK OPTION AGREEMENT Page 6 Company the amount of any taxes which the Company is required to withhold with respect to such shares of Common Stock. Notwithstanding the foregoing, in the event of an assignment of this Stock Option pursuant to SECTION 12 below, the Participant who assigns this Stock Option shall remain subject to withholding taxes upon exercise of this Stock Option by the Optioneetransferee to the extent required by the Code or the rules and regulations promulgated thereunder. Such payments shall be required to be made prior to the delivery of any certificate representing such shares of Common Stock. Such payment may be made in cash, by check, or through the delivery of shares of Common Stock owned by the Participant (which may be effected by the actual delivery of shares of Common Stock by the Participant or by the Company's withholding a number of shares to be issued upon exercise of this Stock Option, if applicable), which shares have an aggregate Fair Market Value equal to the required minimum withholding payment, or any combination thereof.

Manner of Exercise. Subject to such administrative regulations as The Optionee may exercise the Company may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise notice to the CompanyOption, in such form and substance as may be prescribed by the Company------------------ whole or in part, setting forth the number of Optioned Shares with respect to which the any whole number of shares of Common Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the Company. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shall, however, be subject to the condition that Option. Prior to an IPO (as defined in paragraph 10(c)(1) hereof) the Optionee may exercise the Option with respect to less than one share only if at any time the Company shall determine in its discretion that the listing, registration, or qualification Option is then exercised as to all of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection withshares then purchasable hereunder. On and after an IPO, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, then the Stock Option may not be exercised with respect to a fractional share; if the Option is exercised with respect to all of the whole shares as to which the Option is then exercisable, and the Option remains exercisable with respect to less than one share of Common Stock, the Company shall pay the Optionee the excess of (i) the fair market value of such remaining fractional share, over (ii) the Option exercise price for such remaining fractional share, and the Option shall terminate with respect to such fractional share. The Optionee shall exercise the Option by giving the Company written notice, in a form prescribed by the Company. Such notice shall specify (i) the number of shares of Common Stock to be purchased and (ii) the portion of the Option being exercised which Optionee intends to constitute the exercise of an ISO (and the Company shall designate the corresponding shares of Common Stock as ISO stock on its stock transfer records to the extent such shares do not exceed the statutory ISO limits) and the portion thereof which Optionee intends to constitute the exercise of an NSO. Such notice shall be accompanied by payment, in cash or certified check or by official bank check, of an amount equal to the option price of such shares multiplied by the number of shares as to which the Option is being exercised; provided, however, that the purchase price may be paid, in whole or in part unless such listingpart, registration, qualification, consent, by surrender or approval shall have been effected delivery to the Company of Common Stock having a fair market value on the date of exercise equal to the portion of the purchase price being so paid or obtained free of any conditions not reasonably other property acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and Committee which administers the right to purchase such Optioned Shares to be forfeited by the OptioneePlan.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of an exercise written notice to the Company, in such form and substance as may be prescribed by the Company, Committee setting forth the number of Optioned Shares shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Exercise Option Price of the Optioned Shares shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or certified check money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver such Optioned Shares shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option Option, and the right to purchase such Optioned Shares to may be forfeited by the OptioneeParticipant.