Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option Option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the optionOption, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates certificate(s) for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising the option Option (or, if the option Option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only in whole or ---------------------------- in part by the Optionee's giving written notice, specifying the number of shares which the Optionee elects to purchase and the date on which such purchase is to be made, to the Company by mail, postage prepaid, or delivering such notice addressed to the Company, at its principal office in Fountain Valley, California, attention of the President, at least ten and not more than thirty days prior to the date specified in such notice as the date on which such purchase is to be made. Such notice shall contain (if required by the Company so that the Company, on issuing the shares to the Option, will comply with respect the applicable securities laws) a written representation by the Optionee that (i) he is acquiring the shares to full sharesbe so purchased for investment and not with a view to distribution to the public and (ii) he will not dispose of the shares so purchased except in compliance with the Securities Act of 1933, as amended, and the rules and regulations (such as Rule 144) promulgated thereunder applicable at the time to such disposition. The Company may require further assurances that the acquisition of the shares will not involve any violations of law. If such exercise shall be in accordance with the provisions of the Option, the Company shall, on the date specified in the notice and against receipt from the Optionee of the option price, deliver, at its principal office in Fountain Valley, California, a certificate or certificates for the shares of Common Stock so purchased and shall pay all stamp taxes payable in connection therewith. For purposes of this Section 8, a person to whom the Option is transferred by will or the laws of descent and distribution, as contemplated by Section 7, shall be deemed the Optionee. Each stock certificate for shares issued on exercise of the Option shall bear a legend substantially as follows: "The Shares represented by this Certificate have not been registered under the Securities Act of 1933. The Shares may not be sold or offered for sale in the absence of an effective Registration Statement for the Shares under the Securities Act of 1933 or an option of counsel of the Company that such registration is not required."

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "NOTICE") and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Committee with respect to such Shares, in a form satisfactory to counsel for the Company; andCommittee; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, proof satisfactory to counsel for the Company, Committee of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Class A Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation's executive office then such Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Class A Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's check payable to the order of the Company. Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Class A Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Class A Stock to be acquired upon the exercise of this Option a specified number of such shares of Class A Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the above. (c) The Option will shall be deemed to have been exercised on the date the Notice was received by the Corporation with respect to any particular shares of Common Class A Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all of the preceding provisions of this Section 9 11 (including this subsection (c)) and the provisions of Section 10 12 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Class A Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (orname of the Participant's estate or other beneficiary, if the option Option is exercised after the Participant's death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice Notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) , and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his or her right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Class A Stock purchased upon the exercise of any part of this Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the consent of the Corporation, by tendering to the Corporation shares of Class A Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Class A Stock to be delivered to the Participant pursuant to an exercise of this Option, a number of shares of Class A Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "NOTICE") and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Committee with respect to such Shares, in a form satisfactory to counsel for the Company; andCommittee; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, proof satisfactory to counsel for the Company, Committee of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Class A Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation's executive office then such Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Class A Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's check payable to the order of the Company. Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Class A Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Class A Stock to be acquired upon the exercise of this Option a specified number of such shares of Class A Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the above. (c) The Option will shall be deemed to have been exercised on the date the Notice was received by the Corporation with respect to any particular shares of Common Class A Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all of the preceding provisions of this Section 9 11 (including this subsection (c)) and the provisions of Section 10 12 shall not have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice delivery of a completed written Option Exercise Form in substantially the form set forth in Exhibit A hereto (the “Exercise Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time Option (the "Closing Date"collectively an “Authorized Person”); (iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company’s headquarters office, then such written Exercise Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or Authorized Person at the place specified by the Company on or before the Closing Date date the Exercise Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier's ’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by tender of a Broker Exercise Notice, subject to approval in advance by the Committee solely for the purpose of determining that the sale of any shares of Common Stock in respect of such Broker Exercise Notice will provide the Company with sufficient proceeds to pay the exercise price, (iv) by having withheld from the total number of shares of Common Stock to be acquired upon the “net exercise” of this Option a specified number of such shares of Common Stock, or (v) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Exercise Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been strictly complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Exercise Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Exercise Notice, his Optionee’s right to exercise the Option shall be terminated with respect to those such undelivered shares may be terminated in Shares, unless the Committee, it its sole discretion of the Board of Directors of the Companydiscretion, determines otherwise. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates or perform any book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its maximum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company, at its sole discretion, may satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice will: (a) State notice, which may be in the form of Exhibit A hereto, shall: state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; be accompanied by payment in full of the purchase price for the shares of the Common Stock covered by the notice in the form of a check, bank draft or money order payable to the Corporation, or payment shall be made in any other manner permitted by Section 8(b) of the Plan and approved by the Board of Directors or the Compensation Committee thereof; and make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such notice, the Company will specify, by written notice to the person exercising the option, a date and time (of receipt being herein called the "Closing Exercise Date") and place for payment of ), the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "NOTICE") and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Committee with respect to such Shares, in a form satisfactory to counsel for the Company; andCommittee; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, proof satisfactory to counsel for the Company, Committee of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Class A Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation's executive office then such Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Class A Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's check payable to the order of the Company. Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Class A Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Class A Stock to be acquired upon the exercise of this Option a specified number of such shares of Class A Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the above. (c) The Option will shall be deemed to have been exercised on the date the Notice was received by the Corporation with respect to any particular shares of Common Class A Stock if, and only if, the preceding provisions of this Section 9 12 and the provisions of Section 10 13 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 12 shall be void and of no effect if all of the preceding provisions of this Section 9 12 (including this subsection (c)) and the provisions of Section 10 13 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Class A Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (orname of the Participant's estate or other beneficiary, if the option Option is exercised after the Participant's death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice Notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) , and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his or her right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Class A Stock purchased upon the exercise of any part of this Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the consent of the Corporation, by tendering to the Corporation shares of Class A Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Class A Stock to be delivered to the Participant pursuant to an exercise of this Option, a number of shares of Class A Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt ; (iii) be accompanied by payment in full of such noticethe purchase price for the Option Shares covered by the notice in the form of a [Alternative 1: check, the Company will specify, by written notice bank draft or money order in an amount equal to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full aggregate purchase price of such Shares. The Closing Date will be not more than fifteen days from Option Shares payable to the date Corporation] [Alternative 2: check, bank draft or money order in an amount equal to the aggregate par value of the Option Shares covered by the notice and a fully recourse promissory note bearing interest at a rate no less than the “applicable federal rate” as defined in Section 1274 of exercise is received by the Company unless another date is agreed upon by Code and otherwise in a form acceptable to the Company and the person exercising the Option or is required upon advice of counsel Corporation for the Company in order to meet the requirements of Section 10 hereof. Payment balance of the purchase price will be made at the place specified price] [Alternative 3: any other manner permitted by the Company on or before Plan and approved by the Closing Date Corporation]; and (iv) make such arrangements, if requested by delivering the Corporation and in form and substance satisfactory to counsel to the Company Corporation, with respect to any applicable withholding tax requirements. (b) Upon receipt of a certified or bank cashier's check payable to notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the order of "Exercise Date"), the Company. The Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If . (c) In the Director fails event that the Optionee shall exercise the Option for less than the total number of Option Shares subject to accept delivery of and pay for all or any part of the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares specified post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice delivery of a completed written Option Exercise Form in substantially the form set forth in Exhibit A hereto (the “Exercise Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time Option (the "Closing Date"collectively an “Authorized Person”); (iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company’s headquarters office, then such written Exercise Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or Authorized Person at the place specified by the Company on or before the Closing Date date the Exercise Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier's ’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by tender of a Broker Exercise Notice, subject to approval in advance by the Committee solely for the purpose of determining that the sale of any shares of Common Stock in respect of such Broker Exercise Notice will provide the Company with sufficient proceeds to pay the exercise price, (iv) by having withheld from the total number of shares of Common Stock to be acquired upon the “net exercise” of this Option a specified number of such shares of Common Stock as determined pursuant to Section 6.5(b) of the Plan, or (v) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Exercise Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been strictly complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Exercise Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Exercise Notice, his Optionee’s right to exercise the Option shall be terminated with respect to those such undelivered shares may be terminated Shares, unless the Committee, in the sole discretion of the Board of Directors of the Companydiscretion, determines otherwise. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates or perform any book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its maximum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company, at its sole discretion, may satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Option is exercisable by notice and payment to Any exercise will take place in a fashion consistent with Section 4.2(e)(1) of the Company in accordance with Partnership’s Agreement of Limited Partnership, taking into account the procedure prescribed hereinprovisions below. Each such notice will: Accordingly, (a) State Optionee will provide the election to exercise price of the Option and to the Partnership, (b) on behalf of the Optionee, the Partnership will purchase from the Company for fair market value the number of shares in respect of for which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by the Optionee, (c) the shares will be transferred by the Company, on behalf of the Partnership, to the Optionee, and (d) the Company will contribute to the Partnership the proceeds received from the Partnership for the shares underlying the Option in exchange for a number of Partnership Units equal to the number of shares for which the Option is being exercised. The Option may be exercised to the extent that it has become exercisable hereunder by (a) exercise through the Company’s approved broker for such exercises, or (b) delivery to the Company on any person other than business day, at its principal office addressed to the Directorattention of the Committee, of written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by proof, satisfactory to counsel for the Company, payment in full of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment Option Price of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising shares for which the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereofbeing exercised. Payment of the purchase price will Option Price for the Common Stock purchased pursuant to the exercise of the Option shall be made at the place specified (a) in cash or by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed Partnership; (b) through the tender to have been exercised with respect to any particular shares the Company on behalf of the Partnership of Common Stock ifStock, and only ifwhich stock shall be valued, for purposes of determining the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as extent to which the option shall be exercised will be registered in Option Price has been paid thereby, at its Fair Market Value on the name date of exercise; (c) by a combination of the person exercising methods described in (a) and (b); or (d) with the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name consent of the Director and another person jointlyCompany, with right of survivorship) and will be delivered on the Closing Date by withholding delivery to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part Optionee of the number of shares specified of Common Stock that would otherwise be issuable in an amount equal in value to the Option Price. Payment in full of the Option Price need not accompany the written notice of exercise provided the notice upon tender directs that the Common Stock certificate or delivery thereof on certificates for the Closing Dateshares for which the Option is exercised be delivered to the Company approved broker for such exercises as the agent for the Optionee and, his right at the time such Common Stock is delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price plus the amount, if any, of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the exercise of the Option. An attempt to exercise the Option with respect to those undelivered shares may granted other than as set forth above shall be terminated in invalid and of no force or effect. Promptly after the sole discretion exercise of the Board of Directors Option and the payment in full of the Option Price of the Common Stock covered thereby, the Optionee shall be entitled to, as applicable, (a) the issuance of a certificate for Common Stock or certificates evidencing the Optionee’s ownership of such stock or (b) direct registration for such stock or (c) electronic transfer of such stock to a Company. The Option may be exercised only with respect to full shares-approved broker.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; and (the "Closing Date"iv) and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive offices in Englewood, Colorado, then such written notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before at the Closing Date time the Notice is delivered to the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company. , (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the above. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice of exercise of the Option was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all the preceding provisions of this Section 9 11 and the provisions of Section 10 12 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice (and full payment) is received by the Option at the place specified for the closingCompany, but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice such Notice upon tender or delivery thereof on the Closing Datethereof, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of this Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of this Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation cash or a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (vi) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Corporation). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his Optionee’s right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, ; (iii) be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation, or payment shall be made in any other manner permitted by Section 7(d) hereof; and (b) Upon receipt of a notice in accordance with Section 7(a) hereof (such date and time of receipt being herein called the Company. The “Exercise Date”), the Option will be deemed to have been exercised with respect to any such particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 7(a) and Section 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 7(a) and Section 11 hereof shall not have not been complied with. The certificate or certificates for representing the shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option Option (or, if the option is exercised by the Director and if the Director so requests except as permitted in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorshipSection 6 hereof) and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with of all of the provisions of this Agreement. If . (c) In the Director fails to accept delivery of and pay event that the Participant shall exercise the Option for all or any part of less than the total number of shares specified of Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Participant surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Participant (or such other permissible person executing the Option) a notice in the notice form of Exhibit B hereto. (d) If authorized by the Board, the Corporation may accept, in lieu of the monetary payment authorized by Section 7(a)(iii) hereof, the following: (i) other shares of Common Stock that (A) in the case of shares acquired upon tender or delivery thereof the prior exercise of an option have been owned by the Participant for more than six (6) months on the Closing Date, his right date of surrender or such other period as may be required to avoid a charge to the Corporation’s earnings and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares as to which the Option with respect shall be exercised; or (ii) authorization by the Participant for the Corporation to those undelivered retain from the total number of shares may be terminated in of Common Stock as to which the sole discretion Option is exercised that number of shares of Common Stock having a Fair Market Value on the Board Exercise Date equal to the Exercise Price for the total number of Directors shares of Common Stock as to which the Company. The Option may be exercised only with respect to full sharesis exercised.

Method of Exercise of Option. The (A) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in a form satisfactory to counsel for to the Company; andCorporation; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Auburn Hills, Michigan then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (or, name of the Participant’s estate or other beneficiary if the option Option is exercised after the Participant’s death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice will: (a) State notice, which may be in the form of Exhibit A hereto, shall: state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; be accompanied by payment in full of the purchase price for the shares of the Common Stock covered by the notice in the form of a check, bank draft or money order payable to the Corporation, or payment shall be made in any other manner permitted by Section 8(b) of the Plan and approved by the Board of Directors or the Compensation Committee thereof; and make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such notice, the Company will specify, by written notice to the person exercising the option, a date and time (of receipt being herein called the "Closing Exercise Date") and place for payment of ), the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 12 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The a. Subject to the terms and conditions of this Agreement, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (a) State i. state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be ii. be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; iii. Upon receipt of such notice, the Company will specify, be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of the Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation, or payment shall be made in any other manner permitted by Section 7(d) of this Agreement; and b. Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the Company. The “Exercise Date”), the Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option Option (or, if the option is exercised by the Director and if the Director so requests except as permitted in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorshipSection 6 hereof) and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with of all of the provisions of this Agreement. If . c. In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice form of Exhibit B hereto. d. If authorized by the Board or the Compensation Committee, the Corporation may accept, in lieu of the monetary payment authorized by subsection (a)(iii) of this Section 7, the following: i. other shares of the Common Stock that (A) in the case of shares acquired upon tender or delivery thereof the prior exercise of an option have been owned by the Optionee for more than six (6) months on the Closing Date, his right date of surrender or such other period as may be required to avoid a charge to the Corporation’s earnings and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares as to which the Option with respect shall be exercised; or ii. authorization by the Optionee for the Corporation to those undelivered retain from the total number of shares may be terminated in the sole discretion of the Board Common Stock as to which the Option is exercised that number of Directors shares of the Company. The Common Stock having a Fair Market Value on the Exercise Date equal to the Exercise Price for the total number of shares of the Common Stock as to which the Option may be exercised only with respect to full sharesis exercised.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and; (ciii) Be be signed by the Director or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; and (the "Closing Date"iv) and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in Englewood, Colorado, then such written notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Director or such person or persons at the place specified by the Company on or before at the Closing Date time the Notice is delivered to the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company. , (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (iv) by any form of "cashless" exercise, or (v) by any combination of the above. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice of exercise of the Option was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all the preceding provisions of this Section 9 11 and the provisions of Section 10 12 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Director (or in the option (or, name of the Director's estate or other beneficiary if the option Option is exercised after the Director's death), or if the Option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice (and full payment) is received by the Option at the place specified for the closingCompany, but only upon compliance with all of the provisions of this Agreement. . (e) If the Director fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice such Notice upon tender or delivery thereof on the Closing Datethereof, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of this Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Director in cash or, with the consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Director pursuant to an exercise of this Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option Option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the optionOption, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will not be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates certificate(s) for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising the option Option (or, if the option Option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Director or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the Director, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in New York, New York then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Director or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company, (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of the Common Stock (or deemed to be effected by the tender of Common Stock) may be consummated only with Common Stock (i) held by the Director for six (6) months or (ii) acquired by the Director other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Director (or in the option (or, name of the Director's estate or other beneficiary if the option Option is exercised after the Director's death), or if the Option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Director in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Director pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the CompanyCompany or (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) if consented to by the Company in writing, by a concurrent sale of a portion of the shares of Common Stock to be acquired upon the exercise of this Option to the extent permitted upon delivery by the Optionee of a properly executed notice, together with a copy of the Optionee's irrevocable instructions to a broker acceptable to the Company to sell all or a portion of such shares of Common Stock and deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price; provided, that, in connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee's estate or other beneficiary if the option Option is exercised after the Optionee's death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, ; (iii) be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of the Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation; and (iv) make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. (b) Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the Company. The "Exercise Date"), the Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 12 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If . (c) Anything in subsections (a) or (b) of this Section 7 to the Director fails to accept contrary notwithstanding, the Optionee may exercise the Option by delivery of and pay for all or any part shares of the Common Stock as permitted by Section 7.2 of the Plan. The Optionee, seeking to assert this right, should contact the President of the Corporation in order to make such arrangement in lieu of payment as set forth in subsection (a)(iii) of this Section 7. (d) In the event that the Optionee shall exercise the Option for less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in [CITY/STATE] then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company. , [(II) BY DELIVERING TO THE COMPANY PROPERLY ENDORSED CERTIFICATES OF SHARES OF COMMON STOCK (OR CERTIFICATES ACCOMPANIED BY AN APPROPRIATE STOCK POWER) WITH SIGNATURE GUARANTIES BY A BANK OR TRUST COMPANY, (III) BY HAVING WITHHELD FROM THE TOTAL NUMBER OF SHARES OF COMMON STOCK TO BE ACQUIRED UPON THE EXERCISE OF THIS OPTION A SPECIFIED NUMBER OF SUCH SHARES OF COMMON STOCK, (IV) BY ANY FORM OF "CASHLESS" EXERCISE OR (V) BY ANY COMBINATION OF THE FOREGOING.] [FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, AN EXERCISE EFFECTED BY THE TENDER OF COMMON STOCK (OR DEEMED TO BE EFFECTED BY THE TENDER OF COMMON STOCK) MAY ONLY BE CONSUMMATED WITH COMMON STOCK HELD BY THE EMPLOYEE FOR A PERIOD OF SIX (6) MONTHS OR ACQUIRED BY THE EMPLOYEE OTHER THAN UNDER THE PLAN (OR A SIMILAR PLAN MAINTAINED BY THE COMPANY).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding. [(G) UPON THE EMPLOYEE'S EXERCISE OF THIS OPTION IN A MANNER THAT WOULD SATISFY THE REQUIREMENTS SET FORTH UNDER THE PLAN FOR THE ISSUANCE OF RELOAD OPTIONS, THE EMPLOYEE SHALL BE AWARDED SUCH RELOAD OPTIONS PROVIDING FOR (I) THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE THEREUNDER, (II) THE EXERCISE PRICE AND (III) THE TERM OF SUCH RELOAD OPTIONS AS SET FORTH IN THE PLAN. THE OTHER CONDITIONS RELATED TO THE EXERCISE OF SUCH RELOAD OPTIONS SHALL BE THE SAME AS SET FORTH HEREUNDER WITH RESPECT TO THIS OPTION. ANY RELOAD OPTION GRANTED PURSUANT TO THIS PROVISION SHALL, TO THE EXTENT PERMITTED BY LAW, BE CONSIDERED TO BE AN INCENTIVE STOCK OPTION.]

Method of Exercise of Option. The Subject to the terms and conditions ---------------------------- of this Agreement, the Option is shall be exercisable by notice (an "Exercise Notice") and payment to the Company in accordance with the procedure prescribed herein. Each such notice willExercise Notice shall: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Sharesshares, in form satisfactory to counsel for the Company; and (c) Be signed by the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorExecutive, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option, In connection with an Exercise Event described in either clause (i) or (ii) of Section 3(a) hereof, the Option shall be deemed to be exercised upon receipt by the Company of the Exercise Notice accompanied by a certified or bank check, made payable to the order of the Company, in the amount of the full purchase price of the shares issuable upon exercise of the Option. Upon In connection with an Exercise Event described in clause (iii) of Section 3(a) hereof, upon receipt of such noticean Exercise Notice, the Company will specify, by written notice to the person or persons exercising the optionOption, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Sharesshares. The Closing Date will be not more than fifteen days from the date the notice of exercise Exercise Notice is received by the Company unless another date is agreed upon by the Company and the person or persons exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 12 hereof. Payment of the purchase price Exercise Price for any shares in respect of which the Option shall be exercised, will be made by such person or persons at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the date of receipt of the Exercise Notice by the Company (in connection with an Exercise Event described in clause (i) or (ii) of Section 3(a) hereof), or on the Closing DateDate (in connection with an Exercise Event described in clause (iii) of Section 3(a) hereof). Anything in this Agreement to the contrary notwithstanding, any notice of exercise Exercise Notice given pursuant to the provisions of this Section 9 10 will be void and of no effect if all the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall not have not been complied with. The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option Option (or, if the option Option is exercised by the Director Executive and if the Director Executive so requests in the notice exercising the OptionExercise Notice, will be registered in the name of the Director Executive and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person or persons exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director person or persons exercising the Option fails to accept delivery of and pay for all or any part of the number of shares specified in the such notice upon tender or delivery thereof on the Closing Date, his such person's or persons' right to exercise the Option with respect to those such undelivered shares may be terminated in the sole discretion of the Board of Directors of the CompanyBoard. The Option may be exercised only with respect to full sharesshares of Common Stock.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State To the election to extent then exercisable, Executive may exercise the Option and in whole or in part; except that no single exercise of the Option is to be for less than 100 Option Shares, unless at the time of the exercise, the maximum number of Option Shares available for purchase under the Option is less than 100 Option Shares. In no event is the Option to be exercised for a fractional share of Common Stock. (b) To exercise the Option, Executive shall give written notice to The Company stating the number of shares in respect of for which it the Option is being exercised; (b) Contain a representation exercised and agreement as to investment intentthe intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, if required either by counsel cash, check, note or any other instrument acceptable to the Company with respect to such SharesCompensation Committee. Payment in full or in part may also be made in the form of shares of Common Stock already owned by Executive based, in form satisfactory to counsel each case, on the Market Price of the shares of Common Stock on the date the Option is exercised; except that in no event is payment in full or in part for the exercise of an Option to be made with any Option Shares that, as of the date of exercise of the Option, have been owned by Executive less than six months. If the payment is in the form of shares of Common Stock, then the certificate or certificates representing the those shares must be duly executed in blank by Executive or must be accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to the Company; and. Fractional shares of Common Stock will not be accepted in payment of the purchase price of Option Shares. The Company shall not issue Option Shares until full payment for them has been made. (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for As soon as practicable upon the Company, of the right of that person to exercise the Option. Upon ’s receipt of such noticeExecutive’s notice of exercise and payment, the Company will specify, by written notice shall direct the due issuance of the shares so purchased. (d) As a further condition precedent to the person exercising the optionexercise of this Option in whole or in part, a date Executive shall comply with all regulations and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment any regulatory authority having control of, or supervision over, the issuance of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof accordingly shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, execute any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of documents that the Board of Directors of the Company. The Option Company (the “Company Board”), in its sole discretion, deems necessary or advisable to effect such compliance. (e) In the case of Executive’s death, the Option, to the extent exercisable, may be exercised only with respect to full sharesby the executor or administrator of Executive’s estate or by any person or persons who have acquired the Option directly from Executive by bequest or inheritance.

Method of Exercise of Option. The Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering written notice of exercise to the Company, at its principal office, addressed to the attention of the Committee, which notice shall specify the number of Shares for which the Option is exercisable being exercised, and shall be accompanied by notice and payment in full of the Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the Shares purchased pursuant to the exercise of the Option shall be made either (i) in cash or in cash equivalents; (ii) through the tender to the Company in accordance with of Shares (so long as any Shares so tendered that were originally acquired by the procedure prescribed herein. Each Optionee from the Company have been held by the Optionee for at least six (6) months prior to such notice will: (a) State tender), which Shares shall be valued, for purposes of determining the election extent to exercise which the Option Price has been paid thereby, at their fair market value on the date of exercise; or (iii) by a combination of the methods described in (i) and (ii). Payment in full of the number Option Price need not accompany the written notice of shares in respect exercise provided the notice of exercise directs that the Share certificate or certificates for the Shares for which it the Option is being exercised; (b) Contain exercised be delivered to a representation and agreement as to investment intent, if required by counsel licensed broker acceptable to the Company as the agent for the Optionee and, at the time such Share certificate or certificates are delivered, the broker tenders the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the Shares purchased pursuant to the exercise of the Option plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by exercise of the Option. If the person entitled to exercise exercising the Option andis not the Optionee, if such person shall also deliver with the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, notice of the exercise appropriate proof of his or her right of that person to exercise the Option. Upon receipt An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of such noticeno force and effect. Promptly after exercise of the Option as provided for above, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date deliver to the person exercising the Option at the place specified a certificate or certificates for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesShares being purchased.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will:the (a1) State the election to exercise amount of the Option and the number of shares in respect of which it is purchase price being exercisedelected for such exercise; (b2) Contain a representation such representations and agreement agreements as to investment intentintent with respect to shares to be issued, if any, if required by counsel to the Company with respect to such SharesCompany, in form satisfactory to counsel for the Company; and (c3) Be signed by the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorSmit▇, be ▇▇ accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. . (b) Upon receipt of such noticethe notice specified in Section 12(a) above, the Company will specify, by written notice to the person exercising giving the optionnotice, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full elected purchase price of such Sharesprice. The Closing Date will be not more than fifteen (15) days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option holder or is required upon advice of counsel for the Partnership or the Company in order to meet the requirements of Section 10 13 hereof. . (c) Payment of the elected amount of the purchase price in respect of the Option being exercised will be made at by Smit▇ ▇▇ the place specified by the Company Company, on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 12 and the provisions of Section 10 13 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 12 will be void and of no effect if all the preceding provisions of this Section 9 12 and the provisions of Section 10 13 shall not have not been complied with. The To the extent shares are issuable to Smit▇ ▇▇▇ectly, certificate or certificates for shares of Common Stock as to which the option shall be exercised issued pursuant hereto will be registered in the name of the person exercising the option (orSmit▇ ▇▇, if the option is exercised by the Director and if the Director so requests in the notice exercising the OptionSmit▇ ▇▇ requests, will be registered in the name of the Director and Smit▇ ▇▇▇ another person jointly, with right of survivorship, or in the name of a trust (provided Smit▇ ▇▇▇trols the trust or is a principal beneficiary thereof) and will be delivered on the Closing Date to the person exercising the Option at Smit▇ ▇▇ the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the CompanyCompany or (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) if consented to by the Company in writing, by a concurrent sale of a portion of the shares of Common Stock to be acquired upon the exercise of this Option to the extent permitted upon delivery by the Optionee of a properly executed notice, together with a copy of the Optionee's irrevocable instructions to a broker acceptable to the Company to sell all or a portion of such shares of Common Stock and deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price; provided, that, in connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 7 and the provisions of Section 10 9 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 7 shall be void and of no effect if all of the preceding provisions of this Section 9 7 and the provisions of Section 10 8 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising the option (orOptionee, or if the option Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding. (g) In the event, at any time and from time to time, of any merger or consolidation in which the Company shall be a constituent party and in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or other properly (including cash) or any combination of the foregoing (a "Transaction"), then the Optionee, upon exercise of the Option at any time after the consummation of such Transaction, shall be entitled to receive, in lieu of the shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and property to which such Optionee would have been entitled upon the consummation of such Transaction if such holder had exercised such Option immediately prior thereof (subject thereafter to further adjustments from and after the dates of the consummation of such Transaction to correspond as nearly as possible to other adjustments provided for herein).

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in [CITY/STATE] then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, [(ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company], [(iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock] or [(iv) by any combination of the foregoing]. [For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 8 and the provisions of Section 10 9 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 8 shall be void and of no effect if all of the preceding provisions of this Section 9 8 and the provisions of Section 10 9 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (or, name of the Participant’s estate or other beneficiary if the option Option is exercised after the Participant’s death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in a form satisfactory to counsel for to the Company; andCorporation; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Auburn Hills, Michigan then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (or, name of the Participant’s estate or other beneficiary if the option Option is exercised after the Participant’s death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his her right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be reaffirm the release provisions contained in Section 15 hereof as true and correct as of the exercise date of the Option; (iv) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"v) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (vi) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the CompanyCompany or (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) if consented to by the Company in writing, by a concurrent sale of a portion of the shares of Common Stock to be acquired upon the exercise of this Option to the extent permitted upon delivery by the Optionee of a properly executed notice, together with a copy of the Optionee's irrevocable instructions to a broker acceptable to the Company to sell all or a portion of such shares of Common Stock and deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price; provided, that, in connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee's estate or other beneficiary if the option Option is exercised after the Optionee's death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, ; (iii) be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of the Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation, or payment shall be made in any other manner permitted by the Plan and approved by the Administrator; and (iv) make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. (b) Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the Company. The ‘‘Exercise Date’’), the Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection ( a) of this Section 9 7 and the provisions of Section 10 12 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If . (c) In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Employee for a period of six (6) months or acquired by the Employee other than under the Plan (or a similar plan maintained by the Corporation). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee’s estate or other beneficiary if the option Option is exercised after the Employee’s death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State state the election to exercise the Option and the number of shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intentintent and other matters, if required by counsel to the Company with respect to such Sharesshares, in form satisfactory to counsel for the Company; and (ciii) Be be signed by the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. . (b) Upon receipt of such notice, the Company will shall specify, by written notice to the person exercising the optionOptionee, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Sharesshares. The Closing Date will shall be not more than fifteen (15) days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option Optionee or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 11 hereof. . (c) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check in the amount of such purchase price payable to the order of the Company. In lieu of the foregoing method of payment, with the consent of the Board of Directors the Optionee may elect to deliver either a bank or certified check equal to the aggregate purchase price of the Shares. The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will shall be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 11 hereof shall not have not been complied with. The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will shall be registered in the name of the person exercising the option (Optionee or, if the option is exercised by the Director and if the Director Optionee so requests in the notice exercising the Option, will shall be registered in the name of the Director Optionee and another person jointly, with right of survivorship) , and will shall be delivered on the Closing Date to the person exercising the Option Optionee at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares specified in the such notice upon tender or delivery thereof on the Closing Date, his Optionee's right to exercise the Option with respect to those such undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The Subject to the terms and conditions of ---------------------------- this Agreement, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willshall: (a) State state the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company intent with respect to such Shares, shares in form satisfactory to the Corporation's counsel for unless a current registration statement is in effect under the CompanySecurities Act of 1933, as amended, covering the issuance of the shares issuable upon exercise of the Option; and (c) Be be signed by the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company Corporation will specify, by written notice to the person or persons exercising the optionOption, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such SharesOption Price for the shares being purchased. The Closing Date will be not more than fifteen 15 days from the date the notice of exercise is received by the Company Corporation unless another date is agreed upon by the Company Corporation and the person exercising the Option or is required upon advice of counsel for the Company Corporation in order to meet the requirements of Section 10 11 hereof. Payment of the purchase price will Option Price for any shares of Common Stock in respect of which the Option shall be exercised shall be made by such person or persons at the place specified by the Company Corporation on or before the Closing Date by delivering to the Company Corporation a certified or bank cashier's check payable to the order of the CompanyCorporation, or, the Option Price may be paid by surrender of shares of the Common Stock having a fair market value on the date of exercise not in excess of the aggregate Option Price of the shares as to which the Option is being exercised. The balance of such Option Price, if any, shall be payable in cash or by certified or bank cashier's check. For purposes of paying the aggregate purchase price of the shares as to which the Option is exercised, each share of Common Stock surrendered shall be valued at its fair market value on the date of exercise. The fair market value shall be determined in good faith by the Board. If there is a public market for the Common Stock, the fair market value per Common Stock shall be the mean of the bid and ask closing prices of the Common Stock for the date of exercise, as reported in the Wall Street Journal (or if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation (NASDAQ System), or, in the event the Common Stock is listed on a stock exchange, the fair market value per share shall be the closing price on such exchange on the Date of Grant of the Option, as reported in the Wall Street Journal. In the absence of a reported price on the date of exercise, the Board of Directors, in its discretion, may select in good faith any reasonable method for the valuation of the surrendered shares. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 11 shall not have not been complied with. The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will may be registered only in the name of the person holder of the Option exercising the option Option (or, if the option Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered jointly in the name of the Director Optionee and another person jointlya member of his immediate family, with right of survivorship) and will be delivered on the Closing Date to the person holder exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails Option is not exercised in full, a new option evidencing the unexercised portion shall also be delivered to accept delivery of and pay for all or any part the holder of the number of shares specified in the notice upon tender or delivery thereof Option on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier's ’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (iv) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his Optionee’s right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in New York, New York then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company, (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of the Common Stock (or deemed to be effected by the tender of Common Stock) may be consummated only with Common Stock (i) held by the Employee for six (6) months or (ii) acquired by the Employee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation cash or a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iii) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii) or (iii) of this Section 10(b) must be approved in advance by the Committee. Notwithstanding any provision in this Agreement or the Plan to the contrary, if the Optionee is resident in Canada, the Optionee may not pay the exercise price of the Option by tendering already owned Shares by the Optionee. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his Optionee’s right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold non-U.S., U.S. federal, state, provincial or local income or earnings tax, social insurance, payroll tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding. Regardless of any action the Corporation takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the Optionee’s responsibility and that the Corporation: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, and the exercise of the Option; and (ii) does not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. If the Optionee becomes subject to taxation in more than one country between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the Corporation may be required to withhold or account for Tax-Related Items in more than one country. (g) Except as otherwise provided in this Agreement, if the Optionee resides in a country (or is employed in a country, if different) where the local foreign exchange rules and regulations either preclude the remittance of currency out of the country for purposes of paying the exercise price of the Option, or requires the Corporation and/or the Optionee to secure any legal or regulatory approvals, complete any legal or regulatory filings, or undertake any additional steps for remitting currency out of the country, the Corporation may restrict the method of exercise to a form of cashless exercise or such other form(s) of exercise (as it determines in its sole discretion). (h) As a condition of the grant of this Option, the Optionee agrees to repatriate all payments attributable to the Option in accordance with local foreign exchange rules and regulations in the Optionee’s country of residence (and country of employment, if different). In addition, the Optionee agrees to take any and all actions, and consents to any and all actions taken by the Corporation and its Affiliates, as may be required to allow the Corporation and its Affiliates to comply with local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different). Finally, the Optionee agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local laws, rules and regulations in the Optionee’s country of residence (and country of employment, if different).

Method of Exercise of Option. The Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Company, at its principal office, addressed to the attention of the Secretary of the Company, which notice shall specify the number of shares for which the Option is exercisable being exercised, and shall be accompanied by notice and payment in full of the Option Price for the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the Company exercise of the Option shall be made (i) in cash or in cash equivalent, or (ii) by delivery of a promissory note to the Company, in accordance with the procedure prescribed herein. Each such notice will: provisions set forth below, or (aiii) State by delivery of shares of Stock, unless otherwise prohibited by the election to exercise Committee, having at the time the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel an aggregate fair market value equal to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise portion of the Option and, if price not paid for in cash or by promissory note. Upon exercise of the option Option the Optionee may borrow from the Company an amount not exceeding the lesser of 80% of the fair market value on the exercise date of the shares for which the Option is being exercised or 100% of the Option Price. Any such loan shall be evidenced by any person other than the Directora promissory note, be accompanied in a form previously approved by proof, satisfactory to counsel for the Company, which shall bear interest at the minimum rate required to preclude the imputation of interest under applicable provisions of the Code. The term of the note shall not exceed three years; PROVIDED, HOWEVER, that upon the Optionee's termination of employment with the Company or a subsidiary, other than by reason of the death, permanent and total disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee or retirement from the Company by the Optionee and other than as described in the immediately following sentence, the balance of the note together with interest accrued thereon shall become immediately due and payable. In the event that the Executive's employment is terminated by the Company without cause, the balance of the note together with interest accrued thereon shall be due and payable on the 90th day following such termination date. If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right of that person to exercise the Option. Upon receipt An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of such noticeno force and effect. Promptly after exercise of the Option as provided for above, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased; PROVIDED, HOWEVER, that certificates for any shares paid for by delivery of a promissory note shall be retained by the Company accompanied by a separate stock power endorsed in blank by the Optionee, in pledge as security for the payment of the promissory note. In the event that the balance of principal and interest owing under the promissory note on the last business day of any month exceeds 90% of the fair market value of those shares held in pledge as security for payment of such principal and interest, the Company shall notify the Optionee that an additional amount is due and payable within seven days to the Company so as to reduce the balance owing under such promissory note to within 80% of the fair market value of such shares. In total or partial satisfaction thereof, the Optionee may pledge additional shares of Stock provided that certificates for such shares are delivered to the Company accompanied by a separate stock power endorsed in blank by the Optionee. In the event additional shares of Stock are delivered to the Company pursuant to the preceding sentence, such shares shall be valued at the place specified for the closing, but only upon compliance with all closing price of the provisions of this AgreementStock on the New York Stock Exchange on the business day immediately prior to the day the Company receives such shares from the Optionee. If Any dividends on the Director fails shares held in pledge in connection with the loan shall be paid to accept delivery of and pay for all or any part the Company on behalf of the number of shares specified in Optionee and first shall be applied by the notice upon tender or delivery thereof on Company against unpaid interest and thereafter to unpaid principal owed under the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesnote.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, ; (iii) be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of the Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation, or payment shall be made in any other manner approved by the Corporation; and (iv) make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. (b) Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the Company. The “Exercise Date”), the Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection ( a) of this Section 9 7 and the provisions of Section 10 11 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If . (c) In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Sharesshares, in form satisfactory to counsel for the Company; and; (ciii) Be signed by the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorExecutive, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. ; and (iv) Contain an undertaking to become a party to any shareholders agreement among the Company and its other stockholders. (b) Upon receipt of such noticethe notice specified in Section 11(a) above, the Company will specify, by written notice to the person exercising the optionExecutive, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Sharesshares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option Executive or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 12 hereof. . (c) Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, will be made by the Executive at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option Option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 11 will be void and of no effect if all the preceding provisions of this Section 9 11 and the provisions of Section 10 12 shall not have not been complied with. The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising the option (Executive or, if the option is exercised by the Director and if the Director Executive so requests in the notice exercising the Option, will be registered in the name of the Director Executive and another person jointly, with right of survivorship) , and will be delivered on the Closing Date to the person exercising the Option Executive at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director Executive fails to accept delivery of and pay for all or any part of the number of shares specified in the such notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those such undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may , which discretion shall be exercised only with respect to full sharesin good faith.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in a form satisfactory to counsel for to the Company; andCorporation; (ciii) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Auburn Hills, Michigan then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (vi) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation). (vii) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (viii) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (or, name of the Participant’s estate or other beneficiary if the option Option is exercised after the Participant’s death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (ix) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (x) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice (in the manner set forth in EXHIBIT A hereto) and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in form satisfactory to counsel for the Company; andCorporation; (ciii) Be be signed by the Consultant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorConsultant, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; and (iv) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation's executive office in Fairfield, New Jersey, then such written notice must be received at such office on or before the last regular business day prior to such date of expiration. (b) Upon receipt of such notice, the Company will Corporation shall specify, by written notice to the Consultant or to the person or persons exercising the optionOption, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will shall not be not more than fifteen days from the date the notice of exercise is received by the Company Corporation unless another date is agreed upon by the Company Corporation and the Consultant or the person or persons exercising the Option or is required upon advice of counsel for the Company Corporation in order to meet the requirements of Section 10 hereof. . (c) Payment of the purchase price will of any Shares in respect of which the Option shall be exercised shall be made by the Consultant or such person or persons at the place specified by the Company Corporation on or before the Closing Date by delivering to the Company Corporation (i) a certified or bank cashier's check payable to the order of the Company. Corporation, or (ii) properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) any combination of (i) and (ii). (d) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the notice of exercise of the Option was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will shall be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (e) The certificate or certificates for shares of Common Stock Shares as to which the option Option shall be exercised will be registered in the name of the person exercising Consultant (or in the option (or, name of the Consultant's estate or other beneficiary if the option Option is exercised after the Consultant's death), or if the Option is exercised by the Director Consultant and if the Director Consultant so requests in the notice exercising the Option, will be registered in the name of the Director Consultant and another person jointly, with right of survivorship) , and will be delivered on the Closing Date to the person exercising the Option Consultant at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. . (f) If the Director Consultant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the such notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (g) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of this Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Consultant in cash or, with the consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Consultant pursuant to an exercise of this Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the CompanyCompany or (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) if consented to by the Company in writing, by a concurrent sale of a portion of the shares of Common Stock to be acquired upon the exercise of this Option to the extent permitted upon delivery by the Optionee of a properly executed notice, together with a copy of the Optionee's irrevocable instructions to a broker acceptable to the Company to sell all or a portion of such shares of Common Stock and deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price; provided, that, in connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 7 and the provisions of Section 10 8 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 7 shall be void and of no effect if all of the preceding provisions of this Section 9 7 and the provisions of Section 10 8 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee's estate or other beneficiary if the option Option is exercised after the Optionee's death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) In the event, at any time and from time to time, of any merger or consolidation in which the Company shall be a constituent party and in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation or other properly (including cash) or any combination of the foregoing (a "Transaction"), then the Optionee, upon exercise of the Option at any time after the consummation of such Transaction, shall be entitled to receive, in lieu of the shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and property to which such Optionee would have been entitled upon the consummation of such Transaction if such holder had exercised such Option immediately prior thereof (subject thereafter to further adjustments from and after the dates of the consummation of such Transaction to correspond as nearly as possible to other adjustments provided for herein).

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in Bellevue, Washington, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the CompanyCorporation, [(ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock [WILL KILL ISO TREATMENT], or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Employee for a period of six (6) months or acquired by the Employee other than under the Plan (or a similar plan maintained by the Corporation).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee’s estate or other beneficiary if the option Option is exercised after the Employee’s death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State To the election to extent then exercisable, Director may exercise the Option and in whole or in part; except that no single exercise of the Option is to be for less than 100 Option Shares, unless at the time of the exercise, the maximum number of Option Shares available for purchase under the Option is less than 100 Option Shares. In no event is the Option to be exercised for a fractional share of Common Stock. (b) To exercise the Option, Director shall give written notice to PRGX stating the number of shares in respect of for which it the Option is being exercised; exercised and the intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, either by cash, check, note or any other instrument acceptable to the Compensation Committee (b) Contain a representation and agreement as to investment intentexcluding Director, if required he is then serving on such committee). Payment in full or in part may also be made in the form of shares of Common Stock already owned by counsel to the Company with respect to such SharesDirector based, in form satisfactory to counsel each case, on the Market Price of the shares of Common Stock on the date the Option is exercised; except that in no event is payment in full or in part for the Company; andexercise of an Option to be made with any Option Shares that, as of the date of exercise of the Option, have been owned by Director less than six months. If the payment is in the form of shares of Common Stock, then the certificate or certificates representing the those shares must be duly executed in blank by Director or must be accompanied by a stock power duly executed in blank suitable for purposes of transferring those shares to PRGX. Fractional shares of Common Stock will not be accepted in payment of the purchase price of Option Shares. PRGX shall not issue Option Shares until full payment for them has been made. (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon As soon as practicable upon PRGX's receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the Director's notice of exercise is received by and payment, PRGX shall direct the Company unless another date is agreed upon by due issuance of the Company shares so purchased. (d) As a further condition precedent to the exercise of this Option in whole or in part, Director shall comply with all regulations and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment any regulatory authority having control of, or supervision over, the issuance of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock ifand accordingly shall execute any documents that the Board (excluding Director), and only ifin its sole discretion, deems necessary or advisable to effect such compliance. (e) In the case of Director's death, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied withOption, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstandingextent exercisable, any notice of exercise given pursuant to the provisions of this Section 9 will may be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name executor or administrator of the Director and another Director's estate or by any person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising or persons who have acquired the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the directly from Director fails to accept delivery of and pay for all by bequest or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesinheritance.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice (in the manner set forth in Exhibit A hereto) and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in form satisfactory to counsel for the Company; andCorporation; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; and (iv) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation's executive office in Fairfield, New Jersey, then such written notice must be received at such office on or before the last regular business day prior to such date of expiration. (b) Upon receipt of such notice, the Company will Corporation shall specify, by written notice to the Employee or to the person or persons exercising the optionOption, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will shall not be not more than fifteen days from the date the notice of exercise is received by the Company Corporation unless another date is agreed upon by the Company Corporation and the Employee or the person or persons exercising the Option or is required upon advice of counsel for the Company Corporation in order to meet the requirements of Section 10 11 hereof. . (c) Payment of the purchase price will of any Shares in respect of which the Option shall be exercised shall be made by the Employee or such person or persons at the place specified by the Company Corporation on or before the Closing Date by delivering to the Company Corporation (i) a certified or bank cashier's check payable to the order of the Company. Corporation, or (ii) properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) any combination of (i) and (ii). (d) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the notice of exercise of the Option was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been complied with. . (e) The certificate or certificates for shares of Common Stock Shares as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) , and will be delivered on the Closing Date to the person exercising the Option Employee at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. . (f) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the such notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (g) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of this Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of this Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (a) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (b) Contain contain, if requested, a representation and agreement as to investment intent, if required by counsel to the Company intent with respect to such Shares, shares in form satisfactory to counsel for the Company; andCorporation's counsel; (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; d) be accompanied by payment in full of the purchase price for the shares of the Common Stock covered by the notice in the form of a check, bank draft or money order payable to the Corporation; and e) make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a (such date and time (of receipt being herein called the "Closing Exercise Date") and place for payment of ), the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of this Section 9 7 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of this Section 9 7 and the provisions of Section 10 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If Anything in the Director fails foregoing to accept the contrary notwithstanding, the Optionee may exercise this Option by delivery of and pay for all or any part shares of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion Common Stock as permitted by Section 7.2 of the Board of Directors Plan. The Optionee, seeking to assert this right, should contact the President of the Company. The Option may be exercised only with respect Corporation in order to full sharesmake such arrangement in lieu of payment as set forth in subsection (d) of this Section 7.

Method of Exercise of Option. The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State If Optionee or any person authorized to exercise the Option on Optionee's behalf or in the event of Optionee's death (the "Exercising Person") elects to exercise the Option, in whole or in part, such Exercising Person shall deliver to the Secretary of the Company at the Company's principal place of business a written notice of election to exercise the Option and Option, identifying that number of whole Shares as to which exercise is then being sought, which number may not exceed the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement Shares as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise which the Option and, if the option is being may then be exercised by in light of any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, and all prior partial exercises of the right Option. If the Exercising Person is not Optionee, the notice also shall identify the nature of that person the Exercising Person's authority to exercise the Option. Upon receipt In all cases, such written notice of election must be accompanied by surrender of the original of this Agreement. (b) In the event of such noticeelection, the Company will specify, by written notice to effective date of the person exercising the option, a date and time exercise (the "Closing Exercise Date") and place for payment shall be a date designated by the Secretary of the full purchase price of such Shares. The Closing Date will be Company that is not more later than fifteen days from the date third business day after the notice of day the Secretary receives the written notice, unless all required conditions to exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company as set forth in order to meet the requirements of Section 10 hereof. Payment 4 have not been satisfied as of the purchase price will be made at the place specified by the Company close of business on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied withsuch third day, in which event the option will Exercise Date shall be deemed to have been exercised the first subsequent business day on which all such conditions are satisfied. If postponement of exercise beyond such third business day becomes necessary, the Closing DateSecretary shall give the Exercising Person reasonable advance notice of such postponement. Anything in this Agreement At any time prior to the contrary notwithstandingExercise Date, any the Exercising Person may revoke the election to exercise by subsequent notice of exercise given pursuant to the provisions Secretary, such revocation to become effective upon receipt of this Section 9 will be void and such subsequent notice. (c) Payment of no effect if all the preceding provisions exercise price for that number of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock Shares as to which the option Option is being exercised shall be exercised will be registered in made to the name Secretary of the person exercising the option (Company. Payment shall be in cash or, if the option is exercised authorized by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion committee of the Board of Directors of the Company. The Option Company that administers the Plan (the "Committee"), may be exercised made at the discretion of the Exercising Person in whole or in part by surrender to the Company of shares of Common Stock owned by Optionee and acceptable to the Committee (a "Stock-for-Stock Exercise"). Any shares surrendered in payment of the exercise price in a Stock-for-Stock Exercise ("Payment Shares") shall be valued at the fair market value thereof, (determined as provided in the Plan) on the Exercise Date. In a Stock-for-Stock Exercise, in lieu of actually surrendering to the Company a certain number of Payment Shares, the Exercising Person may elect to submit to the Company a statement affirming ownership by Optionee of such number of shares and request that such shares, although not actually surrendered, be deemed to have been surrendered by the Exercising Person to the Company in payment of the exercise price (any such payment, a "Deemed Payment"). (d) Subject to Section 5(e) below, on the Exercise Date, the Company shall deliver to the Exercising Person or the designee of the Exercising Person as of the Exercise Date the number of Shares as to which the Option has thus been exercised, provided that, if the Exercising Party has elected in connection with a Stock-for-Stock Exercise to make a Deemed Payment, the Company will deduct from the number of Shares thus deliverable by it on the Exercise Date the number of shares deemed surrendered but not actually surrendered by the Exercising Person and deliver only the remaining number of Shares (the "Spread Shares"). If, on the Exercise Date, any Shares remain as to which the Option is not being exercised, the Company, simultaneously with respect delivery of the appropriate number of Shares, shall return to full shares.the Exercising Person the original of

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for the Company, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; and (the "Closing Date"iv) and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in Englewood, Colorado, then such written notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before at the Closing Date time the Notice is delivered to the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed , (ii) by delivering to have been exercised with respect to any particular the Company properly endorsed certificates of shares of Common Stock if(or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, and only if, (iii) by having withheld from the preceding provisions total number of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which be acquired upon the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions exercise of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the Option a specified number of such shares specified in the notice upon tender or delivery thereof on the Closing Dateof Common Stock, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion (iv) by any form of the Board of Directors of the Company. The Option may be exercised only with respect to full shares."cashless" exercise, or

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Grantee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorGrantee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the Shares to be purchased pursuant to such exercise of such Shares. The Closing Date will the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company’s executive office then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any Shares in respect of which the Option shall be exercised shall be made by the Grantee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's ’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of Shares (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of Shares to be acquired upon the exercise of this Option a specified number of such Shares [IF THE OPTION IS AN ISO, THIS WILL ADVERSELY AFFECT ISO STATUS], or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, at the direction of the Committee an exercise effected by the tender of Shares (or deemed to be effected by the tender of Shares) may only be consummated with Shares held by the Grantee for a period of six months or acquired by the Grantee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Grantee (or in the option (or, name of the Grantee’s successor(s) in interest if the option Option is exercised after the Grantee’s death), or if the Option is exercised by the Director Grantee and if the Director Grantee so requests in the notice Notice exercising the Option, will be registered in the name of the Director Grantee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Grantee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the “Notice”) and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company’s executive office in Bellevue, Washington then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company cash or a certified or bank cashier's ’s check payable to the order of the Company, (ii) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing; provided, however, that any payment pursuant to clause (ii), (iii) or (iv) of this Section 10(b) must be approved in advance by the Committee. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months or acquired by the Optionee other than under the Plan (or a similar plan maintained by the Company). (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 10 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 10 shall be void and of no effect if all of the preceding provisions of this Section 9 10 and the provisions of Section 10 11 shall not have not been complied with. . (d) The certificate or certificates or book-entry notations for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee’s estate or other beneficiary if the option Option is exercised after the Optionee’s death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his Optionee’s right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates or book-entry notations for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its maximum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State state the election to exercise the Option and the number of shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intentintent and other matters, if required by counsel to the Company with respect to such Sharesshares, in a form satisfactory to counsel for the Company; and (ciii) Be be signed by the person or persons entitled to exercise the Option Options and, if the option is Options are being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for of the Company, of the right of that such person or persons to exercise the Option. Options. (b) Upon receipt of such notice, the Company will shall specify, by written notice to the person exercising the optionOptionee, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Sharesshares. The Closing Date will closing date shall not be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option Optionee or is required upon advice advise of counsel for of the Company in order to meet the requirements of Section 10 12 hereof. . (c) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee at the a place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock Stock, if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Date. Anything in this Agreement agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all the preceding provisions of this Section 9 11 and the provisions of Section 10 12 shall not have not been complied with. The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will shall be registered in the name of the person exercising the option (Optionee or, if the option is exercised by the Director and if the Director Optionee so requests in the notice exercising the Option, will shall be registered in the name of the Director Optionee and another person jointly, with right of survivorship) , and will shall be delivered on the Closing Date to the person exercising the Option Optionee at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares specified in the such notice upon tender or delivery thereof on the Closing Datedate, his right to exercise the Option with respect to those such undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in [CITY/STATE] then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the CompanyCompany or (ii) if consented to by the Company in writing, (A) by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (B) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (C) by any form of "cashless" exercise or (D) by any combination of the foregoing. [FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, AN EXERCISE EFFECTED BY THE TENDER OF COMMON STOCK (OR DEEMED TO BE EFFECTED BY THE TENDER OF COMMON STOCK) MAY BE CONSUMMATED WITH COMMON STOCK HELD BY THE EMPLOYEE FOR SIX (6) MONTHS OR ACQUIRED BY THE EMPLOYEE OTHER THAN UNDER THE PLAN (OR A SIMILAR PLAN MAINTAINED BY THE COMPANY).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding. [(G) UPON THE EMPLOYEE'S EXERCISE OF THIS OPTION IN A MANNER THAT WOULD SATISFY THE REQUIREMENTS SET FORTH UNDER THE PLAN FOR THE ISSUANCE OF RELOAD OPTIONS, THE EMPLOYEE SHALL BE AWARDED SUCH RELOAD OPTIONS PROVIDING FOR (I) THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE THEREUNDER, (II) THE EXERCISE PRICE AND (III) THE TERM OF SUCH RELOAD OPTIONS AS SET FORTH IN THE PLAN. THE OTHER CONDITIONS RELATED TO THE EXERCISE OF SUCH RELOAD OPTIONS SHALL BE THE SAME AS SET FORTH HEREUNDER WITH RESPECT TO THIS OPTION. ANY RELOAD OPTION GRANTED PURSUANT TO THIS PROVISION SHALL BE CONSIDERED TO BE A NON-QUALIFIED STOCK OPTION.]

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice (in the manner set forth in Exhibit A hereto) and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willshall: (ai) State state the election to exercise the Option and the number of shares Shares in respect of which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company Corporation with respect to such Shares, in form satisfactory to counsel for the Company; andCorporation; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; and (iv) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation's executive office in Fairfield, New Jersey, then such written notice must be received at such office on or before the last regular business day prior to such date of expiration. (b) Upon receipt of such notice, the Company will Corporation shall specify, by written notice to the Employee or to the person or persons exercising the optionOption, a date and time (such date and time being herein called the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will shall not be not more than fifteen days from the date the notice of exercise is received by the Company Corporation unless another date is agreed upon by the Company Corporation and the Employee or the person or persons exercising the Option or is required upon advice of counsel for the Company Corporation in order to meet the requirements of Section 10 12 hereof. . (c) Payment of the purchase price will of any Shares in respect of which the Option shall be exercised shall be made by the Employee or such person or persons at the place specified by the Company Corporation on or before the Closing Date by delivering to the Company Corporation (i) a certified or bank cashier's check payable to the order of the Company. Corporation, or (ii) properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) any combination of (i) and (ii). (d) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 11 and the provisions of Section 10 12 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the notice of exercise of the Option was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will 11 shall be void and of no effect if all the preceding provisions of this Section 9 11 and the provisions of Section 10 12 shall not have not been complied with. . (e) The certificate or certificates for shares of Common Stock Shares as to which the option Option shall be exercised will be registered in the name of the person exercising Employee (or in the option (or, name of the Employee's estate or other beneficiary if the option Option is exercised after the Employee's death), or if the Option is exercised by the Director Employee and if the Director Employee so requests in the notice exercising the Option, will be registered in the name of the Director Employee and another person jointly, with right of survivorship) , and will be delivered on the Closing Date to the person exercising the Option Employee at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. . (f) If the Director Employee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the such notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (g) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of this Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Employee in cash or, with the consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Employee pursuant to an exercise of this Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The Option is exercisable During the term of this Option, Optionee may exercise his or her option, from time to time, to the extent then exercisable, by written notice and payment directed to the Company in accordance with at its principal place of business. Such written notice shall specify the procedure prescribed hereinnumber of Option Shares he or she is purchasing pursuant to this Agreement and the method of payment for such shares, and shall be accompanied by the original of this Agreement so that an appropriate endorsement can be made hereto to reflect the Option Shares so purchased and to reduce accordingly the number of Option Shares thereafter to be subject to the terms hereof. Each such notice will: The Option Price for the number of Option Shares being purchased shall be payable as follows: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; cash, (b) Contain a representation and agreement as to investment intent, if required by counsel to delivery of certificates representing shares of Common Stock having an equivalent fair market value or by arranging with the Company with respect and Optionee's broker to such Sharesdeliver the appropriate Option Price from the concurrent market sale of the acquired shares, in form satisfactory to counsel for the Company; and or (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by a combination of any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Optionforegoing. Upon receipt of such written notice, the Company will specifyoriginal hereof, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for full payment of the full purchase price Option Price for the number of Option Shares being purchased, the Company shall make delivery of a certificate representing the number of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by shares purchased as promptly as possible thereafter, provided that, if any law or regulation requires the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised take any action with respect to any particular such shares specified in such notice before the issuance thereof, then the sale, issuance and delivery of such shares shall be deferred for the period necessary to take such action. Optionee's withholding tax due upon exercise of this Option may be satisfied either by a cash payment or the retention from the exercise of a number of shares of Common Stock ifwith a fair market value equal to the required withholding tax, as the Optionee and only if, Company may agree. If Optionee is subject to the preceding provisions of this Section 9 reporting and the other provisions of Section 10 hereof shall have been complied with16 under the Exchange Act, the election of a partial cash settlement of the Option in which event order to satisfy the tax withholding requirements upon exercise of this option will may be deemed to have been exercised made only during a ten-day "window" period each fiscal quarter beginning on the Closing Date. Anything in this Agreement to third business day following the contrary notwithstanding, any notice date of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors release of the Company. The Option may 's financial data for the quarter and ending on the twelfth business day following such date, and shall be exercised only with respect subject to full sharesthe approval of the Company.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be reaffirm the release provisions contained in Section 14 hereof as true and correct as of the exercise date of the Option; (iv) be signed by the Optionee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"v) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (vi) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office, then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Optionee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company or (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) if consented to by the Company in writing, by a concurrent sale of a portion of the shares of Common Stock to be acquired upon the exercise of this Option to the extent permitted upon delivery by the Optionee of a properly executed notice, together with a copy of the Optionee's irrevocable instructions to a broker acceptable to the Company to sell all or a portion of such shares of Common Stock and deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price; provided, that, in connection therewith, the Company may enter into agreements for coordinated procedures with one or more brokerage firms, or (iv) by entering into a binding obligation with the Company (such as a promissory note) to pay the purchase price to the Company, or (v) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Optionee for a period of six (6) months. (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 8 and the provisions of Section 10 9 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 8 shall be void and of no effect if all of the preceding provisions of this Section 9 8 and the provisions of Section 10 9 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Optionee (or in the option (or, name of the Optionee's estate or other beneficiary if the option Option is exercised after the Optionee's death), or if the Option is exercised by the Director Optionee and if the Director Optionee so requests in the notice exercising the Option, will be registered in the name of the Director Optionee and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Company (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Optionee fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares. (f) The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Optionee in cash or, with the written consent of the Company, by tendering to the Company shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Company may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Optionee pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the Participant or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorParticipant, be accompanied by proof, satisfactory to counsel for to the CompanyCorporation, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iii) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (iv) be not more than fifteen days from the date the notice of exercise is received by the Company unless another Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Corporation’s executive office in [CITY/STATE] then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Company Corporation on or before the Closing Date date the Notice is received by the Corporation (i) by delivering to the Company Corporation a certified or bank cashier's ’s check payable to the order of the Company. Corporation, [(ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, [(iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock][ITEM (iii) WILL ADVERSELY AFFECT ISO STATUS], or (iv) by any combination of the foregoing.] [For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 8 and the provisions of Section 10 9 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will 8 shall be void and of no effect if all of the preceding provisions of this Section 9 8 and the provisions of Section 10 9 shall not have not been complied with. . (d) The certificate or certificates for shares of Common Stock as to which the option Option shall be exercised will be registered in the name of the person exercising Participant (or in the option (or, name of the Participant’s estate or other beneficiary if the option Option is exercised after the Participant’s death), or if the Option is exercised by the Director Participant and if the Director Participant so requests in the notice exercising the Option, will be registered in the name of the Director Participant and another person jointly, with right of survivorship) survivorship and will be delivered on as soon as practical after the Closing Date to date the person exercising Notice is received by the Option at Corporation (accompanied by full payment of the place specified for the closingexercise price), but only upon compliance with all of the provisions of this Agreement. . (e) If the Director Participant fails to accept delivery of and pay for all or any part of the number of shares Shares specified in the notice upon tender or delivery thereof on the Closing Datesuch Notice, his right to exercise the Option with respect to those such undelivered shares Shares may be terminated in the sole discretion of the Board of Directors of the CompanyCommittee. The Option may be exercised only with respect to full sharesShares.

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is shall be exercisable by notice in the manner set forth in Exhibit A hereto (the "Notice") and provision for payment to the Company in accordance with the procedure prescribed herein. Each such notice willNotice shall: (ai) State state the election to exercise the Option and the number of shares in Shares with respect of to which it is being exercised; (bii) Contain contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in a form satisfactory to counsel for to the Company; and; (ciii) Be be signed by the Employee or the person or persons entitled to exercise the Option and, if the option Option is being exercised by any person or persons other than the DirectorEmployee, be accompanied by proof, satisfactory to counsel for to the Company, of the right of that such other person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time ; (the "Closing Date"iv) and place for include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such Shares. The Closing Date will exercise of the Option; and (v) be not more than fifteen days from the date the notice of exercise is received by the Company unless another on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is agreed upon by not a regular business day at the Company and Company's executive office in [CITY/STATE] then such written Notice must be received at such office on or before the person exercising the Option or is required upon advice last regular business day prior to such date of counsel for the Company in order to meet the requirements of Section 10 hereof. expiration. (b) Payment of the purchase price will of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Employee or such person or persons at the place specified by the Company on or before the Closing Date date the Notice is received by the Company (i) by delivering to the Company a certified or bank cashier's check payable to the order of the Company, (ii) if consented to by the Company in writing, by delivering to the Company properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, (iv) by any form of "cashless" exercise or (v) by any combination of the foregoing. [FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, AN EXERCISE EFFECTED BY THE TENDER OF COMMON STOCK (OR DEEMED TO BE EFFECTED BY THE TENDER OF COMMON STOCK) MAY BE CONSUMMATED ONLY WITH COMMON STOCK (I) HELD BY THE EMPLOYEE FOR SIX (6) MONTHS OR (II) ACQUIRED BY THE EMPLOYEE OTHER THAN UNDER THE PLAN (OR A SIMILAR PLAN MAINTAINED BY THE COMPANY).] (c) The Option will shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will Option shall be deemed to have been exercised on the Closing Datedate the Notice and related payment were received by the Company. Anything in this Agreement to the contrary notwithstanding, any notice of exercise Notice given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.this

Method of Exercise of Option. The (a) Subject to the terms and conditions of this Agreement, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice willnotice, which may be in the form of Exhibit A hereto, shall: (ai) State state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (bii) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option. Upon receipt of such notice, the Company will specify, ; (iii) be accompanied by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the in full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at for the place specified shares of the Common Stock covered by the Company on notice in the form of a check, bank draft or before the Closing Date by delivering to the Company a certified or bank cashier's check money order payable to the order Corporation, or payment shall be made in any other manner permitted by Section 8(b) of the Company. The Corporation's Stock Option Plan of 2000, but only if such other method is approved by the Board of Directors of the Corporation for use by the Optionee at the time of exercise; and (iv) make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to applicable withholding tax requirements, if any. (b) Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such date and time of receipt being herein called the "Exercise Date"), the Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If . (c) In the Director fails to accept delivery of and pay event that the Optionee shall exercise the Option for all or any part of less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the exercised Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.

Method of Exercise of Option. The Subject to the terms and conditions of this Agreement and the Plan, the Option is will be exercisable by notice and payment to the Company Corporation in accordance with the procedure prescribed herein. Each such notice will: (a) State notice, which may be in the form of Exhibit A hereto, shall: state the election to exercise the Option and the number of shares of the Common Stock in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be be signed by the person or persons entitled to exercise the Option Option, including the address to which share certificates are to be delivered, and, if the option Option is being exercised by any person or persons other than the DirectorOptionee, be accompanied by proof, satisfactory to counsel for the CompanyCorporation, of the right of that such person or persons to exercise the Option; be accompanied by payment in full of the purchase price for the shares of the Common Stock covered by the notice in the form of a check, bank draft or money order payable to the Corporation; and make such arrangements, if requested by the Corporation and in form and substance satisfactory to counsel to the Corporation, with respect to any applicable withholding tax requirements. Upon receipt of a notice in accordance with subsection (a) of this Section 7 (such notice, the Company will specify, by written notice to the person exercising the option, a date and time (of receipt being herein called the "Closing Exercise Date") and place for payment of ), the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any such particular shares of the Common Stock if, and only if, the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any notice of exercise given pursuant to the provisions of this Section 9 7 will be void and of no effect if all the preceding provisions of subsection (a) of this Section 9 7 and the provisions of Section 10 11 shall not have not been complied with. The certificate or certificates for representing the shares of the Common Stock as to which the option Option shall be exercised will be registered in the name of the person or persons exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) Option and will be delivered on delivered, as soon as practicable after the Closing Date Exercise Date, to the person or persons exercising the Option at the place specified for in the closingnotice of exercise of the Option, but only upon compliance with all of the provisions of this Agreement. If Anything in subsections (a) or (b) of this Section 7 to the Director fails to accept contrary notwithstanding, the Optionee may exercise the Option by delivery of and pay for all or any part shares of the Common Stock as permitted by Section 7.2 of the Plan. The Optionee, seeking to assert this right, should contact the President of the Corporation in order to make such arrangement in lieu of payment as set forth in subsection (a)(iii) of this Section 7. In the event that the Optionee shall exercise the Option for less than the total number of shares specified of the Common Stock subject to the Option, this Agreement shall be deemed automatically amended to reflect the reduced number of shares post-exercise, without the necessity of the Optionee surrendering this Agreement for issuance of a new agreement reflecting the reduced number of shares then still subject to the Option. To evidence such amendment, the Corporation shall deliver to the Optionee (or such other permissible person executing the Option) a notice in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion form of the Board of Directors of the Company. The Option may be exercised only with respect to full sharesExhibit B hereto.