Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice · an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, • time (the “Exercise Agreement”); · payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or by certified or cashier’s check payable to the order of the Corporation subject to such specific procedures or directions as the Administrator may establish; · any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and · satisfaction of the tax withholding provisions of Section 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in such payment method): · shares of Common Stock already owned by the GranteeParticipant, valued at their Fair Market Value on the exercise date; and/or · a reduction in the number of shares of Common Stock otherwise deliverable to the Participant pursuant to the exercise of the Option (based on the Fair Market Value of such shares on the exercise date); and/or · if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, providedirrevocable instructions to a broker to, howeverupon exercise of the Option, that any promptly sell a sufficient number of shares initially of Common Stock acquired upon exercise of a stock option or otherwise from the Option and deliver to the Corporation must have been owned by the Grantee for at least six amount necessary to pay the Exercise Price (6) months before and, if applicable, the date amount of such exerciseany related tax withholding obligations); • any written statements or agreements required pursuant to and/or · a note meeting the requirements of Section 8.1 5.3.3 of the Plan (or, in the case of tax loans, Section 7.6 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan). The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Subject to the provisions of the Plan and Section 4 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be exercisable paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Secretary Corporation of other Common Stock, duly endorsed for transfer to the Corporation Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or such other person as portion thereof) due for the Administrator may require pursuant number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to such administrative the exercise procedures as price (or portion thereof) and receives a number of shares of Common Stock equal to the Administrator may implement from time to timedifference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) of: • a written notice stating “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock to be purchased pursuant to the Option or by the completion otherwise deliverable upon exercise of such other administrative exercise procedures as the Administrator may require from time to time, • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance Option with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their a Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject equal to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on aggregate exercise of the Option at their fair market value price at the time of exercise exercise, or (D) in any other form of legal consideration that may be acceptable to satisfy any minimum withholding obligations the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or its Subsidiaries such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the Xxxxxxxx-Xxxxx Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to such exercise. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovethis award.

Method of Exercise of Option. The Option shall may be exercisable exercised in whole or ---------------------------- in part by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a Optionee's giving written notice stating notice, specifying the number of shares of Common Stock which the Optionee elects to purchase and the date on which such purchase is to be purchased pursuant made, to the Option 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 completion of such other administrative exercise procedures as Company so that the Administrator may require from time Company, on issuing the shares to timethe Option, • payment in full for will comply with the Exercise Price of applicable securities laws) a written representation by the Optionee that (i) he is acquiring the shares to be so purchased in cash, check or by electronic funds transfer for investment and not with a view to distribution to the Corporation, or public and (subject to ii) he will not dispose of the shares so purchased except in compliance with all the Securities Act of 1933, as amended, and the rules and regulations (such as Rule 144) promulgated thereunder applicable laws, rules, regulations and listing requirements and further subject at the time to such rules as disposition. The Company may require further assurances that the Administrator may adopt as to acquisition of the shares will not involve any non-cash payment) 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 already owned 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 Granteelaws of descent and distribution, valued at their Fair Market Value on as contemplated by Section 7, shall be deemed the exercise date, provided, however, that any Optionee. Each stock certificate for shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable issued on exercise of the Option at their fair market value at shall bear a legend substantially as follows: "The Shares represented by this Certificate have not been registered under the time Securities Act of exercise to satisfy any minimum withholding obligations 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 Corporation or its Subsidiaries with respect to Company that such exercise. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced aboveregistration is not required."

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan; and • a duly executed joinder to the Investor Rights Agreement in the form attached to the Investor Rights Agreement. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at the time of exercise and deliver to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect the amount necessary to such exercisepay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • · a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • · payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • · any written statements or agreements required pursuant to Section 8.1 of the Plan; and • · satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods: (a) notice and third party payment in such manner as may be authorized by the Administrator. The Grantee , or (b) subject to such procedures as the Administrator may irrevocably electadopt, in such manner and at such time a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or times prior to any applicable tax date as may be permitted or required under Section 8.5 who otherwise facilitates) the exercise of the Plan and rules established Option. Unless otherwise provided by the Administrator (and subject to in accordance with such procedures as the requirements of applicable law)Administrator may impose, to have the Corporation withhold shares of Common Stock issuable on Grantee may elect in connection with an exercise of the Option at their fair market value at (on his/her exercise notice to the time of exercise Corporation (or its delegate)) to satisfy the Exercise Price of the shares to be purchased and/or the minimum amount of any minimum tax withholding obligations of the Corporation or its Subsidiaries arising in connection with respect the exercise by a reduction in the number shares of Common Stock otherwise deliverable by the Corporation to the Grantee in connection with such exercise. The Option will qualify , in which case the number of shares withheld (or immediately reacquired in connection with such exercise, as an ISO only if it meets all the case may be) by the Corporation shall be the number of whole shares that have a fair market value as of the date of such exercise (with the “fair market value” of such shares determined in accordance with the applicable requirements provisions of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced abovePlan) necessary to satisfy such Exercise Price and/or withholding obligation, as applicable.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock Ordinary Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares Ordinary Shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the CorporationCompany, or by certified or cashier’s check payable to the order of the Company subject to such specific procedures or directions as the Administrator may establish; • any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 7.6 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock such payment method): • Ordinary Shares already owned by the GranteeParticipant, valued at their Fair Market Value on the exercise date; and/or • a reduction in the number of Ordinary Shares otherwise deliverable to the Participant pursuant to the exercise of the Option (based on the Fair Market Value of such shares on the exercise date); and/or • if the Ordinary Shares are then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, providedirrevocable instructions to a broker to, howeverupon exercise of the Option, that any shares initially promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option and deliver to the Company the amount necessary to pay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations); and/or • a stock option or otherwise from note meeting the Corporation must have been owned by requirements of Section 5.3.3 of the Grantee for at least six Plan (6) months before or, in the date case of such exercise; • any written statements or agreements required pursuant to tax loans, Section 8.1 7.6 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan). The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator Committee may require pursuant to such administrative exercise procedures as the Administrator Committee may implement from time to time) of: • a written notice an executed Option Exercise and Common Share Purchase Agreement (stating the number of shares of Common Stock Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by delivery to the Corporation of: • Common Shares already owned by the Administrator. The Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired directly from the Corporation (upon exercise of an option or otherwise) must have been owned by the Grantee may irrevocably electfor at least six (6) months before the date of such exercise; and/or • if the Common Shares are then registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System, in such manner and at such time or times prior irrevocable instructions to any applicable tax date as may be permitted or required under Section 8.5 a broker to, upon exercise of the Plan and rules established by the Administrator (and subject to the requirements of applicable law)Option, to have the Corporation withhold shares promptly sell a sufficient number of Common Stock issuable on Shares acquired upon exercise of the Option at their fair market value at the time of exercise and deliver to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect the amount necessary to such exercisepay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Option Exercise and Ordinary Share Purchase Agreement (stating the number of shares of Common Stock Ordinary Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to timetime (the “Exercise Agreement”), • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the CorporationCompany, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock Ordinary Shares already owned by the Grantee, valued at their Fair Market Value fair market value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by delivery to the Company of: • Ordinary Shares already owned by the Administrator. The Grantee may irrevocably electGrantee, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option valued at their fair market value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of an option or otherwise) must have been owned by the Grantee for at least six (6) months before the time date of such exercise; and/or • if the Ordinary Shares are then registered under the Exchange Act and listed or quoted on an internationally recognized securities exchange or on the NASDAQ National Market Quotation System, irrevocable instructions to a broker to, upon exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option and deliver to such exercisethe Company the amount necessary to pay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time (the “Exercise Agreement”), pursuant to which the Participant will become a party to, and be obligated to comply with the terms and conditions of that certain Right of First Refusal, Drag-Along and Co-Sale Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto (the “Co-Sale Agreement”) and that certain Common Holder Voting Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto, (the “Voting Agreement”), unless such requirement to be bound by the Co-Sale Agreement and Voting Agreement is expressly waived by the Administrator; • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. ; The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator Committee may require pursuant to such administrative exercise procedures as the Administrator Committee may implement from time to time) of: • a written notice · an executed Option Exercise and Common Share Purchase Agreement (stating the number of shares of Common Stock Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator Committee may require from time to time, • time (the “Exercise Agreement”); · payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator Committee may adopt as establish; · any written statements or agreements required in connection with fulfilling the obligations of the Corporation pursuant to any Section 13.10 of the Plan; and · satisfaction of the tax withholding provisions of Section 13.6 of the Plan. The Committee also may, but is not required to, authorize a non-cash payment) payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be paid in shares of full or in part by delivery to the Corporation of: · Common Stock Shares already owned by the Grantee, valued at their Fair Market Value on the date prior to the exercise date, provided, however, that any shares initially acquired directly from the Corporation (upon exercise of a stock an option or otherwise from the Corporation otherwise) must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements and/or · if the Common Shares are then registered under the Exchange Act and listed or agreements required pursuant quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System, irrevocable instructions to Section 8.1 a broker to, upon exercise of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also mayOption, but is not required to, authorize promptly sell a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares sufficient number of Common Stock issuable on Shares acquired upon exercise of the Option at their fair market value at the time of exercise and deliver to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect the amount necessary to such exercisepay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Option if the Administrator Committee permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • · a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time, • · payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value fair market value (as determined under the Plan) on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • · any written statements or agreements required pursuant to Section 8.1 of the Plan; and • · satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. The Grantee may irrevocably elect, in or, subject to such manner and at such time or times prior to any applicable tax date procedures as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator may adopt, authorize a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (and subject to or who otherwise facilitates) the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option at their fair market value at the time of exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exerciseOption. The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time (the “Exercise Agreement”), pursuant to which the Participant will become a party to, and be obligated to comply with the terms and conditions of that certain Right of First Refusal, Drag-Along and Co-Sale Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto (the “Co-Sale Agreement”) and that certain Common Holder Voting Agreement of Durata Therapeutics, Inc., dated as of December 11, 2009, as amended from time to time, by and among the Corporation and the other parties thereto, (the “Voting Agreement”), unless such requirement to be bound by the Co-Sale Agreement and Voting Agreement is expressly waived by the Administrator; • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, or (subject by certified or cashier’s check payable to compliance with all applicable laws, rules, regulations and listing requirements and further the order of the Corporation subject to such rules specific procedures or directions as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exerciseestablish; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. ; The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by the Administrator. The Grantee may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject delivery to the requirements of applicable law), to have the Corporation withhold of: • shares of Common Stock issuable already owned by the Participant, valued at their Fair Market Value on the exercise date; and/or • if the Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of shares of Common Stock acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.. Notwithstanding anything herein to the contrary, the Participant may exercise the Option prior to the vesting of such Option to the extent permitted by the Board of Directors of the Corporation, provided that the Participant satisfies the requirements for exercise set forth above and otherwise herein, and executes, with respect to any unvested portion of the Option, the Restricted Stock Award Agreement attached hereto as Exhibit B.

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Option Exercise and Ordinary Share Purchase Agreement (stating the number of shares of Common Stock Ordinary Shares to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to timetime (the “Exercise Agreement”), • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the CorporationCompany, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock Ordinary Shares already owned by the Grantee, valued at their Fair Market Value fair market value on the exercise date, provided, however, that any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been owned by the Grantee for at least six (6) months before the date of such exercise; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by delivery to the Company of: • Ordinary Shares already owned by the Administrator. The Grantee may irrevocably electGrantee, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.5 of the Plan and rules established by the Administrator (and subject to the requirements of applicable law), to have the Corporation withhold shares of Common Stock issuable on exercise of the Option valued at their fair market value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of an option or otherwise) must have been owned by the Grantee for at least six (6) months before the time date of such exercise; and/or • if the Ordinary Shares are then registered under the Exchange Act and listed or quoted on an internationally recognized securities exchange or in the NASDAQ National Market Quotation System, irrevocable instructions to a broker to, upon exercise to satisfy any minimum withholding obligations of the Corporation or its Subsidiaries with respect to such exercise. The Option will qualify as an ISO only if it meets all Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the applicable requirements Option and deliver to the Company the amount necessary to pay the Exercise Price (and, if applicable, the amount of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced aboveany related tax withholding obligations).

Method of Exercise of Option. The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • a written notice an executed Exercise Agreement (stating the number of shares of Class A Common Stock to be purchased pursuant to the Option Option) in substantially the form attached hereto as Exhibit A or by the completion of such other administrative exercise procedures form as the Administrator may require from time to time, time (the “Exercise Agreement”); • payment in full for the Exercise Price of the shares to be purchased purchased, in cash, check cash or by electronic funds transfer to the Corporation, by certified or cashier’s check payable to the order of the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as any financing or other covenants of the Administrator may adopt as to any non-cash paymentCorporation) in shares of Class A Common Stock already owned by the GranteeParticipant or the reduction of the number of shares of Class A Common Stock otherwise deliverable upon the exercise of the Option, valued at their Fair Market Value on the exercise date, providedin each case subject to such specific procedures or directions as the Administrator may establish; • an executed Additional Stockholders’ Agreement pursuant to which the Participant will become a party to, howeverand be bound by and obligated to comply with the terms and provisions of, that any shares initially acquired upon exercise certain Stockholders’ Agreement, dated as of a stock option or otherwise from May 31, 2006, by and among the Corporation must have been owned by and certain other parties listed therein, as such agreement may be amended from time to time (the Grantee for at least six (6) months before “Stockholders’ Agreement”), such Stockholders’ Agreement and Additional Stockholders’ Agreement to be in substantially the date of such exerciseform attached hereto as Exhibit B; • any written statements or agreements required pursuant to Section 8.1 7.5.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 7.6.1 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be authorized paid in full or in part by delivery to the Corporation of: • shares of Class A Common Stock already owned by the Administrator. The Grantee may irrevocably electParticipant, valued at their Fair Market Value on the exercise date; and/or • if the Class A Common Stock is then registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in such manner and at such time or times prior the NASDAQ Global Market Quotation System, irrevocable instructions to any applicable tax date as may be permitted or required under Section 8.5 a broker to, upon exercise of the Plan and rules established by the Administrator (and subject to the requirements Option, promptly sell a sufficient number of applicable law), to have the Corporation withhold shares of Class A Common Stock issuable on acquired upon exercise of the Option at their fair market value at and deliver to the time Corporation the amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise to satisfy any minimum related tax withholding obligations obligations); and/or • a note meeting the requirements of Section 5.3.3 of the Corporation or its Subsidiaries with respect to such exercisePlan (or, in the case of tax loans, Section 7.6.2 of the Plan). The An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The If the Option is designated as an ISO, the Option may be rendered a nonqualified stock option Nonqualified Stock Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.