Common use of Method of Exercise and Payment for Shares Clause in Contracts

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes). The Company may take any action permitted under Section 14(c) of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to Unless the exercise is executed through the Company’s designated brokerage firm for on-line options processing (currently E*Trade), this Grant Agreement and the Plan, you may exercise the Option only shall be exercised by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) substantially in the form of Exhibit “A” hereto delivered to the Secretary of the Company or its designee by mail or overnight delivery service, in person, or via other means authorized by the Company. Any notice delivered to whomever the Committee designatesCompany shall be addressed to the attention of the Director - Stock Plan Administration at the Company’s principal office in Mooresville, received on or before the date North Carolina. Such notice shall be accompanied by payment in full of the Option expires. Each such notice must satisfy whatever then-current procedures apply exercise price, and applicable withholding taxes, in cash or cash equivalent acceptable to that Option and must contain such representations the Administrator, or by the surrender of shares of Common Stock (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using by attestation of ownership or actual delivery of one or more share certificates) with an aggregate Fair Market Value (determined as of the following methods: Cash/Check business day preceding the exercise date) which, together with any cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise methodcash equivalent paid by Participant, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under is not less than the Option to a licensed broker acceptable to the Company as your agent in exchange exercise price, and applicable withholding taxes, for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying of Common Stock for which the portion Option is being exercised. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to applicable securities laws and the Company’s adoption of such program in connection with the Plan, if Participant is subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, as amended, the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option shares and delivers cash sales proceeds to the Company in payment of the Option being exercised less (ii) exercise price, and applicable withholding taxes. In such number case, the written notice of shares exercise will be accompanied by such documents as is equal required by the Company in accordance with its cashless exercise procedure. Participant’s right to (A) the aggregate Exercise Price for the portion of exercise the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock if permitted by the Committeeshall be conditioned upon and subject to satisfaction, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from in a manner acceptable to the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, withholding tax liability under any state or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes). The Company may take any action permitted under Section 14(c) of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you federal law arising in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketOption.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option (and only to the extent such Option is vested and exercisable) by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company, an Assistant Secretary of the Company designated by the Administrator or to whomever the Committee Administrator designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures then apply to that the Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash methods described below. Please note that until the Company notifies you otherwise, or check in unless you indicate otherwise on your notice of option exercise, all exercises of the amount Option will be done on a “Net Exercise” basis, which is the preferred method under the Plan. Net Exercise The Company delivers the number of shares to you that equals the number of Option Shares for which the Option was exercised, reduced by the number of whole shares of common stock with a Fair Market Value on the date of exercise equal to the Exercise Price payable and the minimum tax withholding required by law; to the order extent the combined value of the whole shares of common stock, valued at their Fair Market Value on the date of exercise, is not sufficient to equal the Exercise Price and minimum tax withholding obligation, the Company will withhold the additional amount from your next pay check, or if you are not employed by the Company; , you must pay the additional amount in cash to the Company before delivery of the shares will be made to you. Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price andand any required tax withholdings (at the minimum required level); or Cash/Check cash, if you so electa cashier’s or certified check in the amount of the Exercise Price, and any required tax withholdings; Net Exercise by delivery , payable to the order of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of . Expiration You cannot exercise the Option being exercised less (ii) such number after it has expired. The Option will expire no later than the close of shares as is equal to (A) business on the aggregate Exercise Price for Term Expiration Date shown on Schedule I. The “Option Expiration Rules” in Schedule I provide the portion of circumstances under which the Option being exercised divided by (B) will terminate before the Fair Market Value on the date of exercise; Stock if permitted by the CommitteeTerm Expiration Date because of, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes)your termination of employment. The Company may take any action permitted under Section 14(c) Administrator can override the expiration provisions of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Schedule I. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods method if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option (and only to the extent such Option is vested and exercisable) by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company, an Assistant Secretary of the Company designated by the Administrator or to whomever the Committee Administrator designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures then apply to that the Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash methods described below. Please note that until the Company notifies you otherwise, or check in unless you indicate otherwise on your notice of option exercise, all exercises of the amount Option will be done on a “Net Exercise” basis, which is the preferred method under the Plan. Net Exercise The Company delivers the number of shares to you that equals the number of Option Shares for which the Option was exercised, reduced by the number of whole shares of common stock with a Fair Market Value on the date of exercise equal to the Exercise Price payable and the minimum tax withholding required by law; to the order extent the combined value of the whole shares of common stock, valued at their Fair Market Value on the date of exercise, is not sufficient to equal the Exercise Price and minimum tax withholding obligation, the Company will withhold the additional amount from your next pay check, or if you are not employed by the Company, you must pay the additional amount in cash to the Company before delivery of the shares will be made to you; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price andand any required tax withholdings (at the minimum required level); or Cash/Check cash, if you so electa cashier’s or certified check in the amount of the Exercise Price, and any required tax withholdings; Net Exercise by delivery , payable to the order of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of . Expiration You cannot exercise the Option being exercised less (ii) such number after it has expired. The Option will expire no later than the close of shares as is equal to (A) business on the aggregate Exercise Price for Term Expiration Date shown on Schedule I. The “Option Expiration Rules” in Schedule I provide the portion of circumstances under which the Option being exercised divided by (B) will terminate before the Fair Market Value on the date of exercise; Stock if permitted by the CommitteeTerm Expiration Date because of, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes)your termination of employment. The Company may take any action permitted under Section 14(c) Administrator can override the expiration provisions of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Schedule I. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods method if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement To the extent then vested and exercisable, the Plan, you Participant may exercise the Option only by providing a delivering written notice (or notice through another previously approved methodof exercise, which could include a web-based or voice- or e-mail system) to along with the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price price for the portion of the Option being exercised divided by (B) exercised, to the Fair Market Value on attention of the Company’s Secretary at the Company’s address specified in Section 8 below. Notwithstanding the foregoing, no single exercise of the Option may be for less than 100 shares of Common Stock unless, at the time of exercise, the maximum number of shares of Common Stock available for purchase under the Option is less than 100 shares, in which event the Option may be exercised, if at all, only for all of the shares of Common Stock then available for purchase. The exercise date shall be the date of exercise; Stock if permitted by the notice. The Participant shall pay the exercise price in cash or cash equivalent acceptable to the Committee. However, by delivery of Shares owned by youthe Committee in its discretion may, valued at their Fair Market Valuebut is not required to, provided allow the Participant to pay the exercise price (i) applicable law then permits such method by surrendering shares of paymentCommon Stock the Participant already owns, (ii) you owned by a cashless exercise through a broker, (iii) by means of a “net settlement” procedure, (iv) by such Shares, if acquired directly from the Company, for such minimum period other medium of time, if any, payment as the Committee may establish in its discretion, and shall authorize or (iiiv) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or by any combination of the above permitted forms for paymentallowable methods of payment set forth herein. Withholding Issuing the Option Shares If payment is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S.form of shares of Common Stock, Federal, state, and local taxes)then the certificate or certificates representing those shares must be duly executed in blank by the Participant or accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to the Company. Fractional shares of Common Stock will not be accepted in payment of the exercise price of the Option. The Company may take any action permitted under Section 14(c) will not issue the shares of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting Common Stock until full payment of the withholdings from a broker in connection with a Cashless Exercise exercise price for them has been made. As soon as administratively practicable upon the Company's receipt of the Option or directly from youexercise price, or (iii) taking any subject to the other action under Section 14(c) terms of the Plan. If a fractional share remains after deduction for required withholdingOption, the Company will pay you shall direct the value issuance of the fraction in cashapplicable shares of Common Stock so purchased. Compliance with Law You In the case of the Participant’s death, the Option, to the extent vested and exercisable, may not exercise be exercised by the executor or administrator of the Participant’s estate or by any person or persons who have acquired the Option if directly from the Company’s issuing stock upon such exercise would violate any applicable Federal Participant by bequest or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketinheritance.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement To the extent then vested and exercisable, the Plan, you Participant may exercise the Option only by providing a delivering written notice (or notice through another previously approved methodof exercise, which could include a web-based or voice- or e-mail system) to along with the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price price for the portion of the Option being exercised divided by (B) exercised, to the Fair Market Value on attention of the Company’s Secretary at the Company’s address specified in Section 8 below. Notwithstanding the foregoing, no single exercise of the Option may be for less than 100 shares of Common Stock unless, at the time of US_ACTIVE-173348307.2-JGAROMAT 06/30/2023 4:52 PM exercise, the maximum number of shares of Common Stock available for purchase under the Option is less than 100 shares, in which event the Option may be exercised, if at all, only for all of the shares of Common Stock then available for purchase. The exercise date shall be the date of exercise; Stock if permitted by the notice. The Participant shall pay the exercise price in cash or cash equivalent acceptable to the Committee. However, by delivery of Shares owned by youthe Committee in its discretion may, valued at their Fair Market Valuebut is not required to, provided allow the Participant to pay the exercise price (i) applicable law then permits such method by surrendering shares of paymentCommon Stock the Participant already owns, (ii) you owned by a cashless exercise through a broker, (iii) by means of a “net settlement” procedure, (iv) by such Shares, if acquired directly from the Company, for such minimum period other medium of time, if any, payment as the Committee may establish in its discretion, and shall authorize or (iiiv) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or by any combination of the above permitted forms for paymentallowable methods of payment set forth herein. Withholding Issuing the Option Shares If payment is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S.form of shares of Common Stock, Federal, state, and local taxes)then the certificate or certificates representing those shares must be duly executed in blank by the Participant or accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to the Company. Fractional shares of Common Stock will not be accepted in payment of the exercise price of the Option. The Company may take any action permitted under Section 14(c) will not issue the shares of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting Common Stock until full payment of the withholdings from a broker in connection with a Cashless Exercise exercise price for them has been made. As soon as administratively practicable upon the Company’s receipt of the Option or directly from youexercise price, or (iii) taking any subject to the other action under Section 14(c) terms of the Plan. If a fractional share remains after deduction for required withholdingOption, the Company will pay you shall direct the value issuance of the fraction in cashapplicable shares of Common Stock so purchased. Compliance with Law You In the case of the Participant’s death, the Option, to the extent vested and exercisable, may not exercise be exercised by the executor or administrator of the Participant’s estate or by any person or persons who have acquired the Option if directly from the Company’s issuing stock upon such exercise would violate any applicable Federal Participant by bequest or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketinheritance.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement To the extent then vested and exercisable, the Plan, you Participant may exercise the Option only by providing a delivering written notice (or notice through another previously approved methodof exercise, which could include a web-based or voice- or e-mail system) to along with the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price price for the portion of the Option being exercised divided by (B) exercised, to the Fair Market Value on attention of the Company’s Secretary at the Company’s address specified in Section 8 below. Notwithstanding the foregoing, no single exercise of the Option may be for less than 100 shares of Common Stock unless, at the time of exercise, the maximum number of shares of Common Stock available for purchase under the Option is less than 100 shares, in which event the Option may be exercised, if at all, only for all of the shares of Common Stock then available for purchase. The exercise date shall be the date of exercise; Stock if permitted by the notice. The Participant shall pay the exercise price in cash or cash equivalent acceptable to the Committee. However, by delivery of Shares owned by youthe Committee in its discretion may, valued at their Fair Market Valuebut is not required to, provided allow the Participant to pay the exercise price (i) applicable law then permits such method by surrendering shares of paymentCommon Stock the Participant already owns, (ii) you owned by a cashless exercise through a broker, (iii) by means of a “net settlement” procedure, (iv) by such Shares, if acquired directly from the Company, for such minimum period other medium of time, if any, payment as the Committee may establish in its discretion, and shall authorize or (iiiv) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or by any combination of the above permitted forms for paymentallowable methods of payment set forth herein. Withholding Issuing the Option Shares If payment is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S.form of shares of Common Stock, Federal, state, and local taxes)then the certificate or certificates representing those shares must be duly executed in blank by the Participant or accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to the Company. Fractional shares of Common Stock will not be accepted in payment of the exercise price of the Option. The Company may take any action permitted under Section 14(c) will not issue the shares of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting Common Stock until full payment of the withholdings from a broker in connection with a Cashless Exercise exercise price for them has been made. As soon as administratively practicable upon the Company’s receipt of the Option or directly from youexercise price, or (iii) taking any subject to the other action under Section 14(c) terms of the Plan. If a fractional share remains after deduction for required withholdingOption, the Company will pay you shall direct the value issuance of the fraction in cashapplicable shares of Common Stock so purchased. Compliance with Law You In the case of the Participant’s death, the Option, to the extent vested and exercisable, may not exercise be exercised by the executor or administrator of the Participant’s estate or by any person or persons who have acquired the Option if directly from the Company’s issuing stock upon such exercise would violate any applicable Federal Participant by bequest or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketinheritance.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price Xxxxx Xxxxx using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price Xxxxx Xxxxx payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price Xxxxx Xxxxx and, if you so elect, any required tax withholdings; or Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price Xxxxx Xxxxx for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock exercise.1 The Committee can approve additional payment methods, including use of a fully or partially recourse promissory note, subject to any prohibitions of applicable law. Clawback If the Company’s Board of Directors or its Compensation Committee (the “Committee”) determines, in its sole discretion, that you engaged in fraud or misconduct as a result of which or in connection with which the Company is required to or decides to restate its financials, the Committee may, in its sole discretion, impose any or all of the following, to which you agree by accepting this Grant Agreement: Immediate expiration of the Option , whether vested or not, if permitted by granted within the Committeefirst 12 months after issuance or filing of any financial statement that is being restated (the “Recovery Measurement Period”) As to any exercised portion of the Option (to the extent, by delivery during the Recovery Measurement Period, the Option is granted, vests, is exercised, or the purchased shares are sold), prompt payment to the Company of Shares owned by youany Option Gain. For purposes of this Agreement, valued at their Fair Market Valuethe “Option Gain” per share you received on exercise of options is for stock you have sold or transferred without sale, provided the greater of (i) applicable law then permits such method the spread between closing price on the date of payment, exercise and the Xxxxx Xxxxx paid (“Exercise Spread”) and (ii) the spread between the price at which you owned such Sharessold (or the fair market value on the date of other disposition of) the stock and the Xxxxx Xxxxx paid, if acquired directly from and for stock you have retained, the Company, greater of (i) Exercise Spread and (ii) the spread between the closing price on the date of the Committee’s request for such minimum period of time, if any, as repayment and the Xxxxx Xxxxx paid. This remedy is in addition to any other remedies that the Company may have available in law or equity. Payment is due in cash or cash equivalents within 10 days after the Committee may establish in its discretion, and (iii) provides notice to you that it is enforcing this clawback. 1 Discovery needs to check with Administrator on whether it would be better to round down the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination shares used for payment of the above permitted forms exercise price (and require an additional check for paymentthe partial share) or round up the number of shares used for payment and pay out cash for the fractional share. Payment will be calculated on a gross basis, without reduction for taxes or commissions. The Company may, but is not required to, accept retransfer of shares in lieu of cash payments. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes). taxes The Company may take any action permitted under Section 14(c) 11.9 of the Plan to satisfy such obligation, including including, if the Committee so determines, satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan11.9. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-then current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; or Cashless Exercise an approved cashless exercise method, including directing the Company Exercise to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery . The Committee can approve additional payment methods, including use of a notice of “net exercise” to fully or as directed by the Companypartially recourse promissory note, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination prohibitions of the above permitted forms for paymentapplicable law. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes)taxes and any other required withholdings. The Company may take any action permitted under Section 14(c) 11.9 of the Plan to satisfy such obligation, including including, if the Committee so determines, satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all Federal, state, and local taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market11.9.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement To the extent then vested and exercisable, the Plan, you Participant may exercise the Option only by providing a delivering written notice (or notice through another previously approved methodof exercise, which could include a web-based or voice- or e-mail system) to along with the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price price for the portion of the Option being exercised divided by (B) exercised, to the Fair Market Value on attention of the Company’s Secretary at the Company’s address specified in Section 8 below. Notwithstanding the foregoing, no single exercise of the Option may be for less than 100 shares of Common Stock unless, at the time of exercise, the maximum number of shares of Common Stock available for purchase under the Option is less than 100 shares, in which event the Option may be exercised, if at all, only for all of the shares of Common Stock then available for purchase. The exercise date shall be the date of exercise; Stock if permitted by the notice. The Participant shall pay the exercise price in cash or cash equivalent acceptable to the Committee. However, by delivery of Shares owned by youthe Committee in its discretion may, valued at their Fair Market Valuebut is not required to, provided allow the Participant to pay the exercise price (i) applicable law then permits such method by surrendering shares of paymentCommon Stock the Participant already owns, (ii) you owned by a cashless exercise through a broker, (iii) by means of a “net settlement” procedure, (iv) by such Shares, if acquired directly from the Company, for such minimum period other medium of time, if any, payment as the Committee may establish in its discretion, and shall authorize or (iiiv) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or by any combination of the above permitted forms for paymentallowable methods of payment set forth herein. Withholding Issuing the Option Shares If payment is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S.form of shares of Common Stock, Federal, state, and local taxes)then the certificate or certificates representing those shares must be duly executed in blank by the Participant or accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to the Company. Fractional shares of Common Stock will not be accepted in payment of the exercise price of the Option. The Company may take any action permitted under Section 14(c) will not issue the shares of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting Common Stock until full payment of the withholdings from a broker in connection with a Cashless Exercise exercise price for them has been made. As soon as administratively practicable upon the Company's receipt of the Option or directly from youexercise price, or (iii) taking any subject to the other action under Section 14(c) terms of the Plan. If a fractional share remains after deduction for required withholdingOption, the Company will pay you shall direct the value issuance of the fraction in cashapplicable shares of Common Stock so purchased. Compliance with Law You may not exercise In the case of the Participant’s death, the Option if to the Company’s issuing stock upon such exercise would violate any applicable Federal extent vested and exercisable, may be exercised by the executor or state securities laws or other laws or regulations. You may not sell or otherwise dispose administrator of the Participant’s estate or by any person or persons who have acquired the Option Shares in violation of applicable law. As part of this prohibition, you may not use directly from the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketParticipant by bequest or inheritance.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the HDI Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (A) the aggregate Exercise Price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes). The Company may take any action permitted under Section 14(c) of the Plan necessary to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Planaction, including withholding from other compensation due you. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a voice- or web-based or voice- or e-mail system) to the Corporate Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash or check in the amount of the Exercise Price payable to the order of the Company; Cashless Exercise an approved cashless exercise method, including directing the Company Exercise to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings; Net Exercise by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (Ax) the aggregate Exercise Price for the portion of the Option being exercised divided by (By) the Fair Market Value on the date of exercise; Stock if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S.United States, any applicable Federal, state, and local taxes). The Company may take any action permitted under Section 14(c) of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the such Option by that the number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings directly from you or from a broker in connection with a Cashless Exercise of the Option or directly from youOption, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the market.

Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the PlanAgreement, you may exercise all or part of the Option only (in whole shares only) by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Assistant Secretary of the Company or to whomever the Committee Administrator designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures then apply to that the Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Exercise Price using one or more of the following methods: Cash/Check cash methods described below. Please note that until the Company notifies you otherwise, or check in unless you indicate otherwise on your notice of option exercise, all exercises of the amount Option will be done or a “Net Exercise” basis. Net Exercise The Company delivers the number of shares to you that equals the number of Option Shares for which the Option was exercised, reduced by the number of whole shares of common stock with a Fair Market Value on the date of exercise equal to the Exercise Price payable and the minimum tax withholding required by law; to the order extent the combined value of the whole shares of common stock, valued at their Fair Market Value on the date of exercise, is not sufficient to equal the Exercise Price and minimum tax withholding obligation, the Company will withhold the additional amount from your next pay check, or if you are not employed by the Company, you must pay the additional amount in cash to the Company before delivery of the shares will be made to you; Cashless Exercise an approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price andand any required tax withholdings (at the minimum required level); or Cash/Check cash, if you so electa cashier’s or certified check in the amount of the Exercise Price, and any required tax withholdings; Net Exercise by delivery , payable to the order of a notice of “net exercise” to or as directed by the Company, as a result . Tax Withholding The Company shall have the right to deduct applicable federal and state income and employment taxes upon the exercise of which you will receive (i) the number of shares underlying the all or any portion of the Option, but in no event in excess of the minimum withholding required by law. If the Option being is exercised less (ii) such number using the Net Exercise method referenced above, the minimum level of shares as is equal to (A) the aggregate Exercise Price tax withholding shall be satisfied for purposes of this paragraph, provided payment for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise; Stock if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of timefractional share, if any, as is made in accordance with the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or any combination of the above permitted forms for payment. Withholding Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes). The Company may take any action permitted under Section 14(c) of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings from a broker in connection with a Cashless Net Exercise of the Option or directly from you, or (iii) taking any other action under Section 14(c) of the Plan. If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash. Compliance with Law You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s xxxxxxx xxxxxxx policy then prohibits you from selling to the marketparagraph set forth above.