Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the Corporation. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the Corporation. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold. Sell-to-Cover Exercise (to exercise and immediately sell a portion of the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell the portion (which must be a whole number) of the shares of Stock to be issued upon exercise sufficient to generate proceeds to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage or transfer fees, and all applicable taxes due on the Option exercise (collectively the “Exercise Costs”) and (2) remit to the Corporation a sufficient portion of the sale proceeds to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell on the Optionee’s behalf only such number of the Shares as is required to generate proceeds sufficient to pay the Exercise Costs. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate for the shares of Stock issued upon exercise which are not sold to pay the Exercise Costs. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option any net proceeds from the sale of the Shares in excess of the Exercise Costs. 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 to exercise the Option, as the Corporation may require in its sole discretion. The Option shall not be exercisable if and to the extent the Corporation determines such exercise or method of exercise would violate applicable securities laws, the rules and regulations of any securities exchange or quotation system on which the Stock is listed, or the Company’s policies and procedures. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effect.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the CorporationCompany, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the CorporationBoard, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised, except as provided below. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either (i) in cash or by certified check payable in cash equivalents; (ii) through the tender to the order Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (as determined in good faith by the Board of Directors of the CorporationCompany) on the date of exercise, provided that the Stock being exchanged must have been held by the Optionee for at least six (6) months; (iii) in the event that the Stock is listed on an established national or regional stock exchange, is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, by delivering a written direction to the Company that the Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option, and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and other taxes that the Company, may, in its judgment, be required to withhold with respect to the exercise of the Option; or (iv) by a combination of the methods described in (i), (ii), and (iii) above. Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option Option, as provided for above, the Corporation Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Share Option Agreement, the Option may be exercised by delivering written notice of exercise to the CorporationCompany, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the CorporationCommittee, which notice shall specify the number of shares Shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock Shares purchased pursuant to the exercise of the Option shall be made either (i) in cash or by certified check payable in cash equivalents; (ii) through the tender to the order Company of Shares (so long as any Shares so tendered that were originally acquired by the Optionee from the Company have been held by the Optionee for at least six (6) months prior to such tender), which Shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value (as determined by the Committee in accordance with the Plan) on the date of exercise; or (iii) by a combination of the Corporationmethods described in (i) and (ii). Payment in full of the Option Price need not accompany the written notice of exercise provided the notice of exercise directs that the Share certificate or certificates for the Shares for which the Option is exercised be delivered to a licensed broker acceptable to the Company as the agent for individual exercising the Option 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 the exercise of the Option. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided for above, the Corporation Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock Shares being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise Any exercise will take place in a fashion consistent with Section 4.2(e)(1) of the Partnership’s Agreement of Limited Partnership, taking into account the provisions below. Accordingly, (to a) Optionee will provide the exercise and retain price of the Shares): Subject Option to the terms and conditions Partnership, (b) on behalf of this Option Agreementthe Optionee, the Partnership will purchase from the Company for fair market value the number of shares for which 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 by delivering written notice of exercise to the Corporationextent 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 business day, at its principal office, office addressed to the attention of Stock Option Administrationthe Committee, or to the agent/broker designated by the Corporationof written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Common Stock purchased pursuant to the exercise of the Option shall be made either (a) in cash or by certified check payable to the order of the Corporation. If Partnership; (b) through the person exercising tender to the Company on behalf of the Partnership of Common Stock, which stock shall be valued, for purposes of determining the extent to which the Option is not Price has been paid thereby, at its Fair Market Value on the Optionee, such person shall also deliver date of exercise; (c) by a combination of the methods described in (a) and (b); or (d) with the consent of the Company, by withholding delivery to the Optionee of the number of shares 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 appropriate proof of his or her right to exercise provided the Option, as notice directs that the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a Common Stock certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions be delivered to promptly the Company approved broker for such exercises as the agent for the Optionee and, at the time such Common Stock is delivered, the broker tenders to the Company cash (1or cash equivalents acceptable to the Company) sell all 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 shares Option. An attempt to exercise the Option granted other than as set forth above shall be invalid and of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to no force or effect. Promptly after the exercise of the Option and all applicable taxes due on the payment in full of the Option exercise. The agent/broker Price of the Common Stock covered thereby, the Optionee shall request be entitled to, as applicable, (a) the issuance of the shares and immediately and concurrently sell the shares on a certificate for Common Stock or certificates evidencing the Optionee’s behalf. Payment ownership of the Exercise Price such stock or (b) direct registration for the shares such stock or (c) electronic transfer of Stock purchased pursuant such stock to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and solda Company-approved broker.

Method of Exercise of Option. Cash Exercise (To the extent that the Participant desires to exercise and retain a portion of the Shares): Subject Option that is then vested, the Participant shall deliver to the terms Corporation an executed Exercise Agreement in substantially the form attached hereto as Exhibit A and conditions satisfy the other exercise procedures described below. The Participant also has the right, until the date that is ninety (90) days after the Award Date (the "UNVESTED EXERCISE DEADLINE"), to exercise the unvested portion of this Option Agreementthe Option. After the Unvested Exercise Deadline, the Option may only be exercised by delivering written notice to the extent that it is then vested. To the extent that the Participant desires to exercise a portion of exercise the Option that is not vested, the Participant shall deliver to the Corporation, at its principal officeon or before the Unvested Exercise Deadline, addressed an executed Exercise Agreement in substantially the form attached hereto as Exhibit B and satisfy the other exercise procedures described below. The applicable form of Exercise Agreement is referred to as the "EXERCISE AGREEMENT." The Option is exercisable (whether the exercise is with respect to the attention vested or the unvested portion of Stock Option Administrationthe Option, or as described above) by the delivery to the agent/broker designated by Secretary of the Corporation, which Corporation of a written notice shall specify stating the number of shares for which of Common Stock to be purchased pursuant to the Option is being exercisedand accompanied by: - delivery of an executed Exercise Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, and shall be accompanied by as applicable (see the Exercise Agreement discussion above), or such other form as the Committee may require from time to time; - delivery of an executed Securityholders Agreement in substantially the form attached hereto as Exhibit C or such other form as the Committee may require from time to time (the "SECURITYHOLDERS AGREEMENT"); - payment in full of for the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either purchased, in cash or by electronic funds transfer to the Corporation, or by certified or cashier's check payable to the order of the CorporationCorporation subject to such specific procedures or directions as the Committee may establish; - satisfaction of the tax withholding provisions of Section 4.4 of the Plan; and - any written statements or agreements required pursuant to Section 4.3 of the Plan. If the person exercising the Option The Committee also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the Optionee, such person shall also deliver with the notice time of exercise appropriate proof of his or her right to exercise the Option, as the Corporation may require in its sole discretionexercise. Promptly after exercise of the Option as provided for aboveIn which case, the Corporation shall deliver Exercise Price and/or applicable withholding taxes, to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreementextent so authorized, the Option may be exercised paid in full or in part by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit delivery to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the of: - shares of Common Stock purchased pursuant to already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired directly from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price Participant for the shares of Stock purchased pursuant to the at least six (6) months before they can be used in connection with an exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on ; and/or - a note meeting the Option exercise, shall be deducted from the proceeds requirements of Section 1.6 of the sale Plan (or, in the case of tax loans, Section 4.4.2 of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and soldPlan).

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the The Option may be exercised by delivering written notice of exercise to the Corporationextent 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 business day, at its principal office, office addressed to the attention of Stock Option Administrationthe Committee, or to the agent/broker designated by the Corporationof written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock Common Shares purchased pursuant to the exercise of the Option shall be made either (a) in cash or by certified check payable to the order of the Corporation. If Company; (b) through the person exercising tender to the Company of Common Shares, which shares shall be valued, for purposes of determining the extent to which the Option is Price has been paid thereby, at their Fair Market Value on the date of exercise; or (c) by a combination of the methods described in (a) and (b). Payment in full of the Option Price need not accompany the Optionee, such person shall also deliver with the written notice of exercise appropriate proof of his or her right to exercise provided the Option, as notice directs that the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a Common Shares certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions be delivered to promptly the Company approved broker for such exercises as the agent for the Optionee and, at the time such Common Shares are delivered, the broker tenders to the Company cash (1or cash equivalents acceptable to the Company) sell all 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 shares Option. An attempt to exercise the Option granted other than as set forth above shall be invalid and of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to no force or effect. Promptly after the exercise of the Option and all applicable taxes due on the payment in full of the Option exercise. The agent/broker Price of the Common Shares covered thereby, the Optionee shall request be entitled to, as applicable, (a) the issuance of the shares and immediately and concurrently sell the shares on a certificate for Common Shares or certificates evidencing the Optionee’s behalf. Payment ownership of the Exercise Price such shares or (b) direct registration for the such shares or (c) electronic transfer of Stock purchased pursuant such shares to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and solda Company-approved broker.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the Corporation. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s 's behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Plan Administration, or to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the Corporation. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Same Day Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exerciseexercised. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares Shares on the Optionee’s your behalf. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of the Option, as well as any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the sharesShares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effect.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by delivering written notice of exercise to the CorporationCompany, at its principal office, addressed to the attention of Stock Option Plan Administration, or to the agent/broker designated by the CorporationCompany, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the CorporationCompany. 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 to exercise the Option, as the Corporation Company may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the CorporationCompany, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation Company the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation Company may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Share Option Agreement, the Option may be exercised by delivering written notice of exercise to the CorporationCompany, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the CorporationPresident, which notice shall specify the number of shares Shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock Shares purchased pursuant to the exercise of the Option shall be made either (i) in cash or by certified check payable in cash equivalents; (ii) through the tender to the order Company of Shares, which Shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value (as determined by the Committee in accordance with the Plan) on the date of exercise; or (iii) by a combination of the Corporationmethods described in (i) and (ii). Payment in full of the Option Price need not accompany the written notice of exercise provided the notice of exercise directs that the Share certificate or certificates for the Shares for which the Option is exercised be delivered to a licensed broker acceptable to the Company as the agent for individual exercising the Option and, at the time such Share certificate or certificates are delivered, the broker tenders to 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 the exercise of the Option. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided for above, the Corporation Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock Shares being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold.

Method of Exercise of Option. Cash Exercise (To the extent that the Participant desires to exercise and retain a portion of the Shares): Subject Option that is then vested, the Participant shall deliver to the terms Corporation an executed Exercise Agreement in substantially the form attached hereto as Exhibit A and conditions satisfy the other exercise procedures described below. The Participant also has the right, until the date that is ninety (90) days after the Award Date (the "UNVESTED EXERCISE DEADLINE"), to exercise the unvested portion of this Option Agreementthe Option. After the Unvested Exercise Deadline, the Option may only be exercised by delivering written notice to the extent that it is then vested. To the extent that the Participant desires to exercise a portion of exercise the Option that is not vested, the Participant shall deliver to the Corporation, at its principal officeon or before the Unvested Exercise Deadline, addressed an executed Exercise Agreement in substantially the form attached hereto as Exhibit B and satisfy the other exercise procedures described below. The applicable form of Exercise Agreement is referred to as the "EXERCISE AGREEMENT." The Option is exercisable (whether the exercise is with respect to the attention vested or the unvested portion of Stock Option Administrationthe Option, or as described above) by the delivery to the agent/broker designated by Secretary of the Corporation, which Corporation of a written notice shall specify stating the number of shares for which of Common Stock to be purchased pursuant to the Option is being exercisedand accompanied by: - delivery of an executed Exercise Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, and shall be accompanied by as applicable (see the Exercise Agreement discussion above), or such other form as the Committee may require from time to time; - delivery of an executed Election Agreement in substantially the form attached hereto as Exhibit C or such other form as the Committee may require from time to time (the "ELECTION AGREEMENT"); - delivery of an executed Securityholders Agreement in substantially the form attached hereto as Exhibit D or such other form as the Committee may require from time to time (the "SECURITYHOLDERS AGREEMENT"); - payment in full of for the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exercise. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either purchased, in cash or by electronic funds transfer to the Corporation, or by certified or cashier's check payable to the order of the CorporationCorporation subject to such specific procedures or directions as the Committee may establish; - satisfaction of the tax withholding provisions of Section 4.4 of the Plan; and - any written statements or agreements required pursuant to Section 4.3 of the Plan. If the person exercising the Option The Committee also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the Optionee, such person shall also deliver with the notice time of exercise appropriate proof of his or her right to exercise the Option, as the Corporation may require in its sole discretionexercise. Promptly after exercise of the Option as provided for aboveIn which case, the Corporation shall deliver Exercise Price and/or applicable withholding taxes, to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreementextent so authorized, the Option may be exercised paid in full or in part by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit delivery to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the of: - shares of Common Stock purchased pursuant to already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired directly from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price Participant for the shares of Stock purchased pursuant to the at least six (6) months before they can be used in connection with an exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on ; and/or - a note meeting the Option exercise, shall be deducted from the proceeds requirements of Section 1.6 of the sale Plan (or, in the case of tax loans, Section 4.4.2 of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and soldPlan).

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the an Option that is exercisable hereunder may be exercised by delivering written notice of exercise delivery to the CorporationCorporation on any business day, at its principal office, office addressed to the attention of Stock Option Administrationthe Board, or to the agent/broker designated by the Corporationof written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either (a) in cash or by certified check payable to the order of the Corporation. If ; (b) through the person exercising tender to the Corporation of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option is Price has been paid thereby, at their fair market value (determined in the manner described in Section 9 of the Plan) on the date of exercise; or (c) by a combination of the methods described in (a) and (b) hereof. Shares of Stock acquired by the Optionee through exercise of an Option may be surrendered in payment of the exercise price of Options; provided, however, that any Stock surrendered in payment, if acquired from the Corporation, must have been owned by the Optionee for no less than six (6) months at the time of surrender. On and after the date shares of Stock are publicly traded on an established securities market, payment in full of the Option Price need not accompany the Optionee, such person shall also deliver with the written notice of exercise appropriate proof of his or her right to exercise provided the Option, as notice directs that the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a Stock certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised be delivered to a licensed broker acceptable to the Corporation as the agent for the individual exercising the Option and, at the time such Stock certificate or certificates are delivered, the broker tenders to the Corporation cash (or cash equivalents acceptable to the Corporation) equal to the Option Price. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and irrevocable instructions to promptly (1) sell all of no force and effect. Promptly after the exercise of an Option and the payment in full of the Option Price of the shares of Stock to covered thereby, the Optionee shall be issued upon exercise and (2) remit entitled to the Corporation the portion issuance of a Stock certificate or certificates evidencing such individual’s ownership of such shares. The Optionee shall have none of the sale proceeds sufficient to pay the Exercise Price for rights of a stockholder until the shares of Stock purchased pursuant covered hereby are fully paid and issued to the exercise of Optionee and, except as provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant record date is prior to the exercise date of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and soldissuance.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the CorporationBoard, which notice shall specify the number of shares for which the Option is being exercised, and except as provided herein, shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either (i) in cash or by certified check payable in cash equivalent; (ii) through the tender to the order Corporation of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in the manner specified in the Plan) on the date of exercise; or (iii) by a combination of the methods described in (i) and (ii). Payment in full of the Option Price need not accompany the written notice of exercise provided the notice of exercise directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered to a licensed broker acceptable to the Corporation as the agent for the Optionee and, at the time such Stock certificate or certificates are delivered, the broker tenders to the Corporation cash (or cash equivalents acceptable to the Corporation) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and/or other taxes which the Corporation may, in its judgment, be required to withhold with respect to the exercise of the Option. 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 to exercise the Option, as . If shares of Stock that are acquired by the Optionee through exercise of the Option or another option issued by the Corporation may require are surrendered in its sole discretionpayment of the Option Price, the Stock surrendered in payment must have been held by the Optionee for more than six months at the time of surrender. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise If (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which a) the Option is being exercised and irrevocable instructions prior to promptly (1) sell all of the shares of Stock to be issued upon exercise date that is six months from the Grant Date and (2b) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. If the person individual exercising the Option is not a reporting person under Section 16(a) of the Optionee, such person shall also deliver with the notice Securities Exchange Act of exercise appropriate proof of his or her right to exercise the Option1934, as amended, then such certificate or certificates shall bear a legend restricting the Corporation may require in its sole discretion. Promptly after exercise transfer of the Option as provided for above, Stock covered thereby until the agent/broker shall deliver to the person exercising the Option the net proceeds expiration of six months from the sale of the shares of Stock being exercised and soldGrant Date.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of TSA’s Stock Option AdministrationPlan Administrator, or to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and shall be accompanied by payment in full of the Exercise Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made either in cash or by certified check payable to the order of the Corporation. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Same Day Sale Exercise (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which the Option is being exercised and irrevocable instructions to promptly (1) sell all of the shares of Stock to be issued upon exercise and (2) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exerciseexercised. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares Shares on the Optionee’s your behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, as well as any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the sharesShares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the sale of the shares of Stock being exercised and sold. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effect.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the CorporationS1C, at its principal office, addressed to the attention of the Stock Option Administration, or to Committee of the agent/broker designated by the CorporationBoard of Directors of S1C, which notice shall specify the number of shares for which the Option is being exercised, and except as provided herein, shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Stock that have been held by the Optionee for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in the manner described in the Plan) on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall plus the amount (if any) of federal and other taxes that the Company, may, in its judgment, be made either in cash or by certified check payable required to withhold with respect to the order exercise of the CorporationOption; or (iv) by a combination of the methods described in (i), (ii), and (iii); provided, however, that the Board may in its discretion impose and set forth in the Option Agreement such limitations or prohibitions on the use of shares of Stock to exercise Options as it deems appropriate. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, the Corporation S1C shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise If (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which a) the Option is being exercised and irrevocable instructions prior to promptly (1) sell all of the shares of Stock to be issued upon exercise date that is six months from the Grant Date and (2b) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. If the person individual exercising the Option is not a reporting person under Section 16(a) of the Optionee, such person shall also deliver with the notice Securities Exchange Act of exercise appropriate proof of his or her right to exercise the Option1934, as amended, then such certificate or certificates shall bear a legend restricting the Corporation may require in its sole discretion. Promptly after exercise transfer of the Option as provided for above, Stock covered thereby until the agent/broker shall deliver to the person exercising the Option the net proceeds expiration of six months from the sale of the shares of Stock being exercised and soldGrant Date.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Corporation, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by Board of Directors of the Corporation, which notice shall specify the number of shares for which the Option is being exercised, and except as provided herein, shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Stock that have been held by the Optionee for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in the manner described in the Plan) on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Corporation by a broker upon receipt of stock certificates from the Corporation) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Corporation whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Corporation cash (or cash equivalents acceptable to the Corporation) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall plus the amount (if any) of federal and other taxes that the Corporation, may, in its judgment, be made either in cash or by certified check payable required to withhold with respect to the order exercise of the CorporationOption; or (iv) by a combination of the methods described in (i), (ii), and (iii). 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise If (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which a) the Option is being exercised and irrevocable instructions prior to promptly (1) sell all of the shares of Stock to be issued upon exercise date that is six months from the Grant Date and (2b) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. If the person individual exercising the Option is not a reporting person under Section 16(a) of the Optionee, such person shall also deliver with the notice Securities Exchange Act of exercise appropriate proof of his or her right to exercise the Option1934, as amended, then such certificate or certificates shall bear a legend restricting the Corporation may require in its sole discretion. Promptly after exercise transfer of the Option as provided for above, Stock covered thereby until the agent/broker shall deliver to the person exercising the Option the net proceeds expiration of six months from the sale of the shares of Stock being exercised and soldGrant Date.

Method of Exercise of Option. Cash Exercise (to exercise and retain the Shares): Subject to the terms and conditions of this ---------------------------- Option Agreement, the Option may be exercised by delivering written notice of exercise to the CorporationCompany, at its principal office, addressed to the attention of Stock Option Administration, or to the agent/broker designated by the CorporationCommittee, which notice shall specify the number of shares for which the Option is being exercised, and and, except as provided herein, shall be accompanied by payment in full of the Exercise Option Price of the shares for which the Option is being exercised plus the full amount of all applicable withholding taxes due on the Option exerciseexercised. Payment of the Exercise Option Price for the shares of Stock purchased pursuant to the exercise of an Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the optionee would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall plus the amount (if any) of federal and other taxes that the Company, may, in its judgment, be made either in cash or by certified check payable required to withhold with respect to the order exercise of the CorporationOption; or (iv) by a combination of the methods described in (i), (ii) and (iii). Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure described above. 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 to exercise the Option, . An attempt to exercise the Option granted hereunder other than as the Corporation may require in its sole discretionset forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided for above, the Corporation Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. Same-Day-Sale Exercise If (to exercise and immediately sell all the Shares): Subject to the terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the agent/broker designated by the Corporation, which notice shall specify the number of shares for which a) the Option is being exercised and irrevocable instructions to promptly (1) sell all of before the shares of Stock to be issued upon exercise date that is six months from the Grant Date and (2b) remit to the Corporation the portion of the sale proceeds sufficient to pay the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option and all applicable taxes due on the Option exercise. The agent/broker shall request issuance of the shares and immediately and concurrently sell the shares on the Optionee’s behalf. Payment of the Exercise Price for the shares of Stock purchased pursuant to the exercise of the Option, any brokerage fees, transfer fees, and all applicable taxes due on the Option exercise, shall be deducted from the proceeds of the sale of the shares. 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 to exercise the Option, as the Corporation may require in its sole discretion. Promptly after exercise of the Option as provided for above, the agent/broker shall deliver to the person exercising the Option the net proceeds from the a sale of the shares of Stock being exercised and soldpurchased under the Option would subject the individual exercising the Option to liability under Section 16 of the Exchange Act then such certificate or certificates shall bear a legend restricting the transfer of the Stock covered thereby until the expiration of six months from the Grant Date.