Common use of Method of Exercising Option Clause in Contracts

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may shall be exercised by giving following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company at (to the attention of the Equity Compensation Specialist) or its principal office specifying agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, the number of Shares as to which the Option Shares to is being exercised and the manner of payment and shall be purchased and signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the aggregate purchase exercise price for all Shares designated in the Option Sharesnotice. Attached The Notice shall also be accompanied by such other information and documents as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possiblein its discretion, shall deliver or cause to be delivered a certificate or certificates representing may request. To the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event extent that the Option is exercised by any person or persons after the death or legal disability of Participant’s death, the Optionee, such notice Notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods: (i) delivery of a certified or cashier’s check, or a wire transfer, payable to the Company or cash, in United States currency; (ii) delivery of shares of Common Stock acquired by the Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price. All The Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that the Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions; (iii) if permitted by the Company in its sole discretion, by executing a “cashless exercise” through the Company’s designated broker; or (iv) delivery of an attestation from the Participant that the Participant owns a number of shares of Common Stock acquired by the Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option Shares exercise price (the “Exercise Price Shares”). In such attestation, the Participant shall represent and warrant that are purchased the Participant is the owner of the Exercise Price Shares. In the event the Participant exercises the Option in this manner, the number of shares of Common Stock issued to the Participant upon the exercise of the Option as provided herein shall be fully paid and nonassessable(A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may shall be exercised by giving following the procedures established by the Company from time to time, which may require the delivery of a written or electronic notice of exercise (the “Notice”) to the Company at (to the attention of the Equity Compensation Specialist) or its principal office specifying agent. The Notice shall be in such form as the Company may prescribe and shall state the election to exercise the Option, the number of Shares as to which the Option Shares to is being exercised and the manner of payment and shall be purchased and signed by the person or persons so exercising the Option. The Notice shall be accompanied by payment in full of the aggregate purchase exercise price for all Shares designated in the Option Sharesnotice. Attached The Notice shall also be accompanied by such other information and documents as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possiblein its discretion, shall deliver or cause to be delivered a certificate or certificates representing may request. To the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event extent that the Option is exercised by any person or persons after Participant’s death, the death or legal disability of the Optionee, such notice Notice shall also be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (b) Payment of the exercise price shall be made to the Company through one or a combination of the following methods: (i) delivery of a certified or cashier’s check, or a wire transfer, payable to the Company or cash, in United States currency; (ii) delivery of shares of Common Stock acquired by Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option exercise price. All Participant shall duly endorse all certificates delivered to the Company in blank and shall represent and warrant in writing that Participant is the owner of the shares so delivered, free and clear of all liens, encumbrances, security interests and restrictions; (iii) if permitted by the Company in its sole discretion, by executing a “cashless exercise” through the Company’s designated broker; or (iv) delivery of an attestation from Participant that Participant owns a number of shares of Common Stock acquired by Participant more than six months prior to the date of exercise having a Fair Market Value on the date of exercise equal to the Option Shares exercise price (the “Exercise Price Shares”). In such attestation, Participant shall represent and warrant that are purchased Participant is the owner of the Exercise Price Shares. In the event Participant exercises the Option in this manner, the number of shares of Common Stock issued to Participant upon the exercise of the Option as provided herein shall be fully paid and nonassessable(A) the number of shares subject to the Option exercise, less (B) the number of Exercise Price Shares.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Optionee may exercise the Option may be exercised by giving sending a written notice to the Company, mailed or personally delivered to the Company at its principal office specifying the following address: Suite 4304 – ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Vancouver, British Columbia, Canada, V6Z 3A7. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised, and shall be purchased and signed by the Optionee. The notice shall be accompanied by payment in full of the aggregate purchase full exercise price of the shares by certified cheque, bank draft or money order. The Company shall issue for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalentOptionee’s collection, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which shares within 14 days after receiving the notice. The Optionee has a two day cancellation right and can cancel the exercise of the Option is exercisedby sending notice to the Company by Midnight (Pacific Time) on the second business day after sending notice of exercise of the Option. The certificate or certificates for such the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon on the written order of the person or persons exercising the OptionOptionee. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice All shares that shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon on the exercise of the Option as provided herein in this Agreement shall be fully paid and nonassessablenon-assessable. The certificates representing any shares issued upon exercise of the Option may contain a restrictive legend substantially in the following form: “The transfer of the securities represented by this certificate is prohibited except in accordance with the provisions of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Act”), pursuant to registration under the Act or pursuant to an available exemption from registration. In addition, hedging transactions involving such securities may not be conducted unless in compliance with the Act.”

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which currently is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option, and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to below; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable price shall be paid to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or cash; (ii) if shares in cash equivalent; (iii) in Common Stock of the same class Company, in accordance with Section 7.1(f)(ii) of the Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Option Agreement); (civ) by delivering a properly executed notice of exercise of the Option, in accordance with Section 7.1(f)(iii) of the Plan (as in effect on the date of this Option Agreement); (v) in Common Stock of the Company issuable pursuant to the exercise of the Option or otherwise withheld in net settlement of the Option, in accordance with Section 7.1(f)(iv) of the Plan (as in effect on the date of this Option Agreement); or (vi) by any combination of (i)-(v). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by giving written notice (in substantially the form of Appendix A attached hereto) to the Chief Financial Officer of the Company at its the principal office specifying of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person so exercising the Option. Such notice shall be accompanied by payment in full of the full purchase price of such Option Shares, which payment shall be made in cash or by certified check or bank draft payable to the Company, or, in the sole discretion of the Company (i) by delivery (or attestation to the ownership) of shares of Common Stock with a Fair Market Value equal to the total aggregate purchase price (valued as of the exercise date) which shares were either purchased by the Optionee on the open market or have been held by the Optionee free of any applicable restrictions for at least six (6) months, or (ii) by delivery to the Option Shares. Attached as Exhibit 1 is Company of a form of written properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the CompanyCompany in the amount equal to the total aggregate purchase price; provided that, in the event that the Optionee chooses to pay the purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Board shall prescribe as a condition of such payment procedure. (b) The purchase price shall Payment instruments will be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer received subject to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedcollection. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (orOption, or if the Optionee shall so request in the notice exercising the Optionelects, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered or one other person as provided above to or upon the written order of the person or persons exercising the Optionjoint tenants. In the event the Option is shall be exercised by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Certificates for the Option Shares that are so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the Board with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, including the withholding requirements set forth in Section 13 below, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the Board as to such compliance shall be final and binding on the Optionee. The Company shall not be required to issue fractional shares upon the exercise of the Option as provided herein shall be fully paid and nonassessablethis Option.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised exercised, in whole or in part, by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in the full of the aggregate purchase price for such shares (which written notice may be in the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) Notice of Exercise attached hereto). The purchase price Exercise Price shall be payable: (ia) in cash United States dollars upon exercise of the Option and may be paid by cash, uncertified or its equivalent, certified check or bank draft; (iib) if by delivery of shares of common stock in payment of all or any part of the same class as the Option Shares are traded on a national securities exchangeoption price, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such which shares shall be valued for this purpose at the average per share closing price thereof for Fair Market Value (as such term is defined in the five trading days preceding Plan) on the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to on which the Option is exercised. The certificate ; or certificates for such (c) at Optionee’s election, by instructing the Company to withhold from the Shares issuable upon exercise of the Option shares of common stock in payment of all or any part of the exercise price (and/or any related withholding tax obligations, if permissible under applicable law), which shares shall be registered valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time by the name Company’s board of the person directors or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Optiona compensation committee thereof. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, Any such notice shall be accompanied deemed given when received by appropriate proof the Company at the address provided in Section 10 of the right of such person or persons to exercise the Optionthis Agreement. All Option Shares that are shall be purchased upon the proper exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. Notwithstanding the foregoing, this Option may not be exercised in whole or in part until each of the following events has occurred: (a) after the date hereof, the Company’s shareholders have approved an amendment to the Plan to increase the number of shares of Company common stock reserved for issuance under the Plan to an amount of shares that is sufficient to cover the issuance of Shares covered by the Option, and (b) the cap on the number of options and stock appreciation rights that may be issued to a Plan participant in each fiscal year of the Company is eliminated.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option this option may be exercised by giving written notice to the Company at its principal office specifying executive office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this option and the number of Option Shares to for which it is being exercised and shall be purchased and signed by the person or persons exercising this option. Such notice shall be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. such shares, either (a) in United States dollars in cash or by check, (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if through delivery of shares of Common Stock having a fair market value equal as of the same class date of the exercise to the cash exercise price of this option, (c) consistent with applicable law, by delivery of the Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the Option Shares are traded on a national securities exchangecode, (d) consistent with applicable law, through the transfer delivery of an assignment to the Company of shares previously a sufficient amount of the proceeds from the sale of the Common Stock acquired by upon exercise of this option and an authorization to the Optionee; providedbroker or selling agent to pay that amount to the Company, however, any such shares which sale shall be valued at the average per share closing price thereof for participant's direction at the five trading days preceding the date time of transfer. exercise, or (e) by any combination of (a), (b), (c) Upon receipt of such notice and payment, the Company, as promptly as possible, (d) above. The Company shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares with respect to which the Option is exercisednotice shall be received. The Such certificate or certificates for such shares shall be registered in the name of the person or persons so exercising the Option this option (or, if this option is exercised by the Optionee shall so request and if the Optionee requests in the notice exercising the Optionthis option, shall be registered in the name of the Optionee and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option). In the event the Option this option is exercised exercised, pursuant to Section 5 hereof, by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablethis option.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: paid to the Company (i) in cash cash, or in its equivalent, or (ii) unless in the opinion of counsel to the Company to do so may result in a possible violation of law and subject to advance approval by the Committee (or, if shares the Committee does not consist solely of two or more non-employee directors within the meaning of Rule 16b-3(b)(3)(i) under section 16(b) of the same class Securities Exchange Act of 1934, as amended, or any successor thereto, by the Option Shares are traded on a national securities exchangefull Board of Directors of the Company), in whole or in part through the transfer to the Company of shares Common Shares previously acquired by the Optionee; providedNon-Employee Director, however, any such shares shall be valued at provided the average per share closing price thereof Common Shares so transferred have been held by the Non-Employee Director for the five trading days preceding more than 12 months on the date of transfer. (c) exercise. In the event the Option price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall equal the fair market value of such Common Shares on the date of exercise as determined by the Committee. If there is a market for Common Shares on a registered securities exchange or in an over-the-counter market, "fair market value" shall equal the quoted closing price of Common Shares on the date of exercise. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Non-Employee Director and if the Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Non-Employee Director and his the Non-Employee Director's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the OptioneeNon-Employee Director, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by giving written notice to the Company Company, at its principal office specifying in the State of California, which presently is located at 195 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇n: Stock Plan Administrator. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) cash, certified check, bank draft; (ii) (subject to the limitations and with the terms and provisions specified under Paragraph 3 above) certificates for shares of the Common Stock of the Company; or (iii) (subject to the limitations and with the terms and provisions specified pursuant to Paragraph 3 above) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in cash the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the Shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors may specify, equal to at the time of exercise, in the aggregate, the full purchase price of such shares, (iv) by cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or its equivalentaccrued to Optionee for services rendered, or (iivi) if shares of provided that a public market for the same class as the Option Shares are traded on a national securities exchangeCompany's stock exists, through the transfer to consideration received by the Company of shares previously acquired under a cashless exercise program implemented by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possibleor (vii) any combination of (i), (ii), (iii), (iv), (v), or (vi) above, and the Company shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect subject to which such exercise as soon as practicable after the Option is exercisednotice shall be received. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of Optionee in accordance with the Optioneeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. Until and unless this Option and the issuance of securities hereunder shall have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying Company, Attention: Manager, Stock Administration. Such notice shall state the election to exercise the Option and the number of Common Shares in respect of which the Option Shares to is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall be accompanied by payment in full of the aggregate purchase price Purchase Price for the Option Sharessuch Common shares. Attached as Exhibit 1 is a form Payment of written notice acceptable such Purchase Price shall be made in United States dollars by certified check or bank cashier's check payable to the Company. (b) The purchase price shall order of the Company or by wire transfer to such account as may be payable: specified by the Company for this purpose. Subject to such procedures and rules as may be adopted from time to time by the Committee, the Optionee may also pay such Purchase Price by (i) in cash or its equivalenttendering to the Company Common Shares with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price provided that such Common Shares must have been held by the Optionee for more than six (6) months, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer delivery to the Company of shares previously acquired by a copy of irrevocable instructions to a stockbroker to sell Common Shares or to authorize a loan from the Optionee; providedstockbroker to the Optionee and to deliver promptly to the Company an amount sufficient to pay such Purchase Price, however, or (iii) any such shares shall be valued at combination of the average per share closing price thereof methods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, Common Shares as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Common Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company at its principal office specifying office, which is located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Option Shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment in full of the aggregate purchase price for the full Option Price of such Shares. Attached as Exhibit 1 is a form of written notice acceptable The Option Price shall be paid to the Company.: (a) In cash, or in its equivalent; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the In Company of shares Common Stock previously acquired by the Optionee; providedAwardee, however, any provided that if such shares shall be valued at of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the average per share closing price thereof Awardee for the five trading days preceding a period of more than 12 months on the date of transfer.exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee; or (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is so exercised. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Awardee and if the Awardee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Awardee and his the Awardee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the OptioneeAwardee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company.

Method of Exercising Option. The Option (aor any part or installment) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying executive office, in substantially the number form of Option Shares Exhibit A attached to be purchased and accompanied by this Agreement. The notice must include provision for payment in full of the aggregate full purchase price for the Option Shares. Attached Shares as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as which the Option Shares are traded on a national securities exchangeis being exercised, through and the transfer to the Company of shares previously acquired exercise must comply with any other condition(s) set forth in this Agreement. The notice must be signed by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possibleParticipant, shall deliver or cause to be delivered a certificate or certificates representing state the Option number of Shares with respect to which the Option is exercisedbeing exercised and shall contain any representation required by the Plan or this Agreement. Payment of the purchase price for the Shares as to which the Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Company, through delivery of shares of Shares having a fair market value equal as of the date of the exercise to the cash exercise price of the Option, or (c) at the discretion of the Company, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a fair market value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Company, by delivery of the Participant’s personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, or (e) at the discretion of the Company, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Company, or (f) at the discretion of the Company, by any combination of (a), (b), (c), (d) and (e) above. The Company shall deliver a certificate or certificates representing such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Participant and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Section 4 hereof, by any person or persons after other than the death or legal disability of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Secretary of the Company at its the Company's principal office specifying executive offices. Such notice shall state the election to exercise the Option and the number of Common Shares in respect of which the Option Shares to is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall either: (a) be accompanied by payment in full of the aggregate purchase price Purchase Price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company.Common Stock; or (b) The purchase price fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be payable: delivered to the Company, for the payment in full of the Purchase Price for such shares of Common Stock. Payment of such Purchase Price shall be made in United States dollars by payable to the order of the Company. Subject to such procedures and rules as may be adopted from time to time by the Committee, the Optionee may also pay such Purchase Price by (i) in cash or its equivalenttendering to the Company shares of Common Stock (held by the Optionee for at least six months prior to such delivery) with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell shares previously acquired by of Common Stock and to deliver promptly to the Optionee; providedCompany an amount sufficient to pay such Purchase Price, however, or (iii) any such combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate for shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, Common Stock as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability All shares of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of ---------------------------- this Option Agreement, the Option may be exercised by giving written notice delivered in person or by first class mail to the Company Secretary of the Corporation at its principal office specifying offices which are presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and paymentShares, in which event the Company, as promptly as possible, Corporation shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the Option Shares with respect notice shall be received. Payment of such purchase price shall, in either case, be made in cash or cashier's, certified or personal check payable to which the Option is exercisedorder of the Corporation. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, Option; or if the Optionee Option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Optionee Employee and his spouseanother person, jointly, as joint tenants with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising other than the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. Upon the exercise of less than all of the Options hereunder, the Corporation shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Corporation shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by giving written notice (in substantially the form of APPENDIX A attached hereto) to the Chief Financial Officer of the Company at its the principal office specifying of the Company. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person so exercising the Option. Such notice shall be accompanied by payment in full of the full purchase price of such Option Shares, which payment shall be made in cash or by certified check or bank draft payable to the Company, or, in the sole discretion of the Company (i) by delivery (or attestation to the ownership) of shares of Common Stock with a Fair Market Value equal to the total aggregate purchase price (valued as of the exercise date) which shares were either purchased by the Optionee on the open market or have been held by the Optionee free of any applicable restrictions for at least six (6) months, or (ii) by delivery to the Option Shares. Attached as Exhibit 1 is Company of a form of written properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the CompanyCompany in the amount equal to the total aggregate purchase price; provided that, in the event that the Optionee chooses to pay the purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Board shall prescribe as a condition of such payment procedure. (b) The purchase price shall Payment instruments will be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer received subject to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedcollection. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (orOption, or if the Optionee shall so request in the notice exercising the Optionelects, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered or one other person as provided above to or upon the written order of the person or persons exercising the Optionjoint tenants. In the event the Option is shall be exercised by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Certificates for the Option Shares that are so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the Board with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, including the withholding requirements set forth in Section 13 below, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the Board as to such compliance shall be final and binding on the Optionee. The Company shall not be required to issue fractional shares upon the exercise of the Option as provided herein shall be fully paid and nonassessablethis Option.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company, at the principal executive office of the Company, or to such transfer agent as the Company at its principal office specifying shall designate. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full of the aggregate full purchase price for of such shares, and the Option Shares. Attached Company shall deliver a certificate or certificates representing such shares as Exhibit 1 is a form of written soon as practicable after the notice acceptable to the Companyand payment have been received. (b) The purchase Option price shall be payable: paid in cash or by check or, with the consent of the Committee in its sole discretion, in the following manner: (i) in cash or its equivalentsubject to Section 8(c) below, or by delivery of shares of the Company's Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the option price; (ii) if shares by delivery of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued Employee's personal recourse note bearing interest payable not less than annually at the average per share closing price thereof for rate set forth in the five trading days preceding Plan; or (iii) by any combination of the date of transferforegoing. (c) Upon receipt If the Employee delivers Common Stock held by the Employee ("Old Stock") to the Company in full or partial payment of such notice the option price, and payment, the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Employee and the Company, as promptly as possiblean equivalent number of option shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Employee paid for the option shares by delivery of Old Stock, shall deliver in addition to any restrictions or cause limitations imposed by this Agreement. Notwithstanding the foregoing, the Employee may not pay any part of the exercise price hereof by transferring Common Stock to be delivered a certificate or certificates representing the Option Shares with respect to which Company unless such Common Stock has been owned by the Option is exercised. Employee free of any substantial risk of forfeiture for at least six months. (d) The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Section 5 hereof, by any person or persons after other than the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Secretary of the Company at its the Company's principal office specifying executive offices. Such notice shall state the election to exercise the Option and the number of Common Shares in respect of which the Option Shares to is being exercised, shall be purchased signed by the person or persons so exercising the Option and shall either: (a) be accompanied by payment in full of the aggregate purchase price Purchase Price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company.Common Stock; or (b) The purchase price fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be payable: delivered to the Company, for the payment in full of the Purchase Price for such shares of Common Stock. Payment of such Purchase Price shall be made in United States dollars by payable to the order of the Company. Subject to such procedures and rules as may be adopted from time to time by the Committee, the Optionee may also pay such Purchase Price by (i) in cash or its equivalenttendering to the Company shares of Common Stock (held by the Optionee for at least six months prior to such delivery) with an aggregate Fair Market Value on the date of exercise equal to such Purchase Price, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer delivery to the Company of a copy of irrevocable instructions to a stockbroker to sell shares previously acquired by of Common Stock and to deliver promptly to the Optionee; providedCompany an amount sufficient to pay such Purchase Price, however, or (iii) any such combination of the methods of payment described in clauses (i) and (ii) and in the preceding sentence. The certificate for shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, Common Stock as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability All shares of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject Any unexercised portion of a vested Option shall be exercised by the filing of a written notice with the Company, on such form and in such manner as the Company shall prescribe. Such notice shall include a certification by the Employee that he/she has not engaged in Competitive Activity or conduct that would constitute a basis for a Termination of Employment for Cause (or, in the event the Employee is not then employed by the Company, that he/she has not engaged in any Competitive Activity or Detrimental Activity). The Company, at its discretion, may hold any request to exercise an Option in abeyance until such certification has been confirmed to the terms and conditions of this Option Agreement, the Committee’s satisfaction. This Option may be exercised by giving written notice to the Company at its principal office specifying the number only in respect of Option Shares to be purchased and accompanied by whole Shares. Full payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price Shares purchased shall be payablemade at the time of any exercise under this Award Agreement and shall be made: (i) in cash or its equivalent, by certified or official bank check; or (ii) by delivery of Shares (which, if shares acquired pursuant to exercise of a Share option or under an award made under the Plan or any other compensatory plan of the same class Company, were acquired at least six months prior to the option exercise date) having a Fair Market Value (determined as of the exercise date) equal to all or part of the Option Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the full Option Exercise Price; or (iii) at the discretion of the Company and to the extent permitted by law, by such other method as the Option Shares are traded on a national securities exchangeCompany may from time to time prescribe. (b) At the time of exercise, through the transfer Employee shall pay to the Company of shares previously acquired such amount as the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes (including FICA) incurred by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt reason of such notice and paymentexercise or the transfer of Option Shares thereupon by tendering to the Company a check in the amount of such withholding or, if permitted by the Company, as promptly as possibleby electing to have withheld upon exercise, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect having a Fair Market Value equal to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right amount of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablestatutory minimum tax withholding.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the The Option may be exercised by giving only upon receipt of written notice to of exercise by the Secretary of the Company at its principal office (the "Secretary") specifying that the Option is being exercised and the total number of Option Shares to be purchased and purchased. Such notice shall be accompanied by payment in full cash of the aggregate purchase price for the number of Option Shares purchased, and such exercise shall be effective on the date upon which the Secretary receives such written notice and payment. The Company shall, within three (3) business days following receipt of the purchase price for the number of Option Shares purchased, give instructions to its transfer agent to issue certificates representing the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price Option may be so exercised during the Optionee's lifetime only by the Optionee and, in the event of the death of the Optionee, shall be payable: exercisable by his estate or personal representative within a period not to exceed twelve (i12) in cash or its equivalent, or (ii) if shares months following the death of the same class as the Option Shares are traded on a national securities exchangeOptionee. The Option, through the transfer rights and privileges conferred by this Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), other than by laws of descent and distribution, and shall not be subject to the Company of shares previously acquired by the Optionee; providedexecution, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transferattachment or similar process. (c) Upon receipt No person shall have any rights or privileges of such notice and payment, a shareholder of the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing Company in respect of any of the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or issuable upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option unless and until certificates representing such Option Shares shall have been issued and delivered. (d) If requested by the Company and if the Option Shares have not been registered under the Securities Act of 1933, as provided herein amended, the Optionee (or his estate or personal representative in the event of the death of the Optionee) shall provide a written representation that the Option Shares to be fully paid acquired upon any exercise of the Option are for investment only and nonassessablenot for resale or with a view to the distribution thereof. The Company shall register its sale of the Option Shares pursuant to a Registration Statement on Form S-8 within ninety (90) days following the date hereof and comply with all other requirements of the federal securities laws to enable the Option Shares to be freely tradable upon exercise of the Option by the Optionee.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which currently is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option, and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to below; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable price shall be paid to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or cash; (ii) if shares in cash equivalent; (iii) in Common Stock of the same class Company, in accordance with Section 7.1(f)(ii) of the Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Option Agreement); (civ) by delivering a properly executed notice of exercise of the Option, in accordance with Section 7.1(f)(iii) of the Plan (as in effect on the date of this Option Agreement); (v) in Common Stock of the Company issuable pursuant to the exercise of the Option or otherwise withheld in net settlement of the Option, in accordance with Section 7.1(f)(iv) of the Plan (as in effect on the date of this Option Agreement); or (vi) by any combination of (i)-(v). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company Corporation at its principal office specifying offices located at 1415 First RepublicBank Tower, 801 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. ▇▇ch notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and paymentShares, in which event the Company, as promptly as possible, Corporation shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the Option notice shall be received; or (b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Corporation, for the payment of the full purchase price of such Shares against delivery of a certificate or certificates representing such Shares. Payment of such purchase price shall, in either case, be made in cash or cashier's check payable to the order of the Corporation. The Corporation hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with respect the proceeds of the loan or other collateral acceptable to which the Option is exercisedCorporation. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, Option; or if the Optionee option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Optionee Employee and his spouseanother person, jointly, as joint tenants with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Paragraph 5 hereof, by any person or persons after other than the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Nonqualified Common Stock Option Agreement, the this Option may be exercised by giving written notice to the Company Company, at its principal office specifying in the State of California, which presently is located at ▇▇▇▇ ▇. ▇▇▇▇▇, Suite 100, Santa Ana, California 92704. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) payment in cash cash, certified check, bank draft or its equivalentcertificates for shares of the Common Stock of the Company equal to, or in the aggregate, the full purchase price of such shares, and (ii) if shares payment in cash, certified check or bank draft of any payroll withholding taxes resulting from the same class exercise, as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired determined by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, . The Company shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect shares subject to which such exercise as soon as practicable after the Option is exercisednotice shall be received. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of Optionee in accordance with the Optioneeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above an investment letter in the form attached hereto as Exhibit A.

Method of Exercising Option. (a) Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by giving written notice to the Company at Corporation, care of its principal office specifying Chief Financial Officer, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to execute the Option and the number of Option Shares to shares in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and paymentshares, in which event the Company, as promptly as possible, Corporation shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares with respect notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Corporation's Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to which the Option is exercisedorder of the Corporation or, if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of stock. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Director and if the Director shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Director and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice All shares that shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option, and the number of Option Shares shares with respect to which it is being exercised, shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payablepaid to the Company in: (i) in cash or its equivalent, or cash; (ii) if shares cash equivalent; (iii) Common Stock of the same class Company, in accordance with Section 7.1(f)(ii) of the Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Stock Option Grant and Agreement); (civ) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option in accordance with Section 7.1(f)(iv) of the Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised exercised, at any time prior to the expiration date, by giving written notice to the Company at its principal office specifying executive offices. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised, shall be purchased signed by the person or persons so exercising the Option, and shall be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shares. The Company shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares with respect notice shall be received. Payment of such purchase price shall be made by a certified check payable to which the Option is exercisedorder of the Company. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons Optionee exercising the Option. In the event the Option is shall be exercised pursuant to Section 6(b) of this Agreement by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the OptionOption as required by Section 6(b). All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. (b) It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon exercise of the Option granted under the plan by delivery of shares, that the Optionee (or any authorized representative) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Option or the transfer of shares upon such exercise. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of the Option. (c) The Company shall not be required to issue or transfer any certificates for shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and such shares have been listed on any securities exchange or system on which the Common Stock may then be listed.

Method of Exercising Option. (a) Subject to the terms and conditions of --------------------------- this Option Agreement, the Option may be exercised by giving written notice delivered in person or by first class mail to the Company Corporation at its principal office specifying offices presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full of the aggregate full purchase price for of such Shares, in which event the Option SharesCorporation shall deliver a certificate representing such Shares as soon as practicable after the notice shall be received. Attached as Exhibit 1 is a form Payment of written notice acceptable to the Company. (b) The such purchase price shall shall, in either case, be payable: made in (i) cash, (ii) cashier's, certified or personal check payable to the order of the Corporation, (iii) in cash or its equivalentwhole shares of the Corporation's common stock previously acquired by Employee and evidenced by negotiable certificates, or (iiiv) if shares by the Corporation withholding Shares that otherwise would be acquired upon such exercise. Any Shares transferred to the Corporation (or withheld upon exercise) as payment of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares purchase price under this option shall be valued at the average per share closing price thereof for Fair Market Value on the five trading days day preceding the date of transfer. (c) Upon receipt exercise of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedOption. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, Option; or if the Optionee Option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Optionee Employee and his spouseanother person, jointly, as joint tenants with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising other than the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. Upon the exercise of less than all of the Options hereunder, the Company shall promptly execute and deliver a new Option Agreement in the form hereof covering the balance of unexercised Options. The Company shall pay all expenses incurred by it in connection with the preparation, issuance and delivery of such new Option Agreements. Upon request by Employee, the Company hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with the proceeds of the loan or other collateral acceptable to Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by giving written notice to the Company Company, at its principal office specifying in the State of Washington, which presently is located at 2▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, #▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment in full cash, certified check, bank draft or (subject to the limitations and with the prior approval required under Paragraph 3 above) a promissory note or certificates for Shares of the aggregate Common Stock of the Company equal to at the time of exercise, in the aggregate, the full purchase price for the Option of such Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to and the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect subject to which such exercise as soon as practicable after the Option is exercisednotice shall be received. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of Optionee in accordance with the Optioneeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.. The holder of this Option shall not be entitled to the privileges of share ownership as to any Shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all Shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof. In addition, the person exercising the Option shall execute and deliver to the Company with the notice provided for above Notice of Exercise of Stock Option in the form attached hereto as Exhibit B.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his the Optionee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option option may be exercised by giving written notice to the Company at its principal office specifying Company. Such notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which is being exercised and shall be purchased and signed by the person who shall exercise the Option. Such notice shall either (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) such shares, in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to which event the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after notice shall be received; or (b) fix a date (not less than five (5) nor more than fifteen (15) business days from the Option Shares with respect date such notice shall be received by the Company) for the payment of the full purchase price of such shares against delivery of a certificate or certificates representing such shares. A certificate or certificates for the shares as to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee who shall so request in the notice exercising exercise the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person who shall exercise the Option. As a condition to the issuance of the shares as to which the Option shall be exercised, the Employee authorizes the Company to withhold from any regular cash compensation payable to [him] [her] any taxes required to be withheld by the Company under Federal, North Carolina or persons exercising other local law as a result of the exercise of the Option; provided, however, if the Company so requests, the person who shall exercise the Option shall in the alternative remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, North Carolina or other local law as a result of the exercise of the Option. In the event the Option is shall be exercised pursuant to Paragraph 6, by any person or persons after other than the death or legal disability Employee, the notice of the Optionee, such notice exercise shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon in the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which is currently located at 311 Enterprise Drive, Plainsboro, New Jersey 08536. Such notice sha▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ the number of Option Shares shares with respect to which it is being exercised, shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Section 6; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payablepaid to the Company in: (i) in cash or its equivalent, or cash; (ii) if shares cash equivalent; (iii) Common Stock of the same class Company, in accordance with Section 7.1(f)(ii) of the 2003 Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Stock Option Grant and Agreement); (civ) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option in accordance with Section 7.1(f)(iii) of the 2003 Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the this Option may be exercised by giving written notice to the Company Company, at its principal office specifying in the State of California, which presently is located at 3 Je▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ch notice shall state the election to exercise the Option and the number of Option Shares to shares in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall be accompanied by payment as provided in full Section 3 hereof. The notice of exercise shall be accompanied with an executed investment letter in the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable Exhibit B attached hereto as a condition to the Company. (b) exercise. The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect subject to which such exercise as soon as practicable after the Option is exercisednotice and investment letter shall be received. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of Optionee in accordance with the Optioneeterms hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. The holder of this Option shall not be entitled to the privileges of share ownership as to any shares of Common Stock not actually issued and delivered to Optionee. The Optionee hereby certifies that all shares of Common Stock in the Company purchased or to be purchased by Optionee pursuant to the exercise of this Option are being or are to be acquired by Optionee for investment and not with a view to the distribution thereof.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving written notice to the Company Company, at its principal office specifying office, which is located at ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable price shall be paid to the Company.: (a) In cash or its equivalent; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares By delivering a properly executed notice of exercise of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of shares previously acquired by sale or loan proceeds necessary to pay the Optionee; provided, however, any such shares shall be valued at exercise price of the average per share closing price thereof for the five trading days preceding the date of transfer. Option. THE PAYMENT PROCEDURE SPECIFIED IN CLAUSE (cb) IS CONSIDERED A SALE BY EMPLOYEES SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER-FINANCED TRANSACTION. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice by registered or certified mail, return receipt requested, addressed to the Company at its principal office specifying offices at the address for notices set forth in Section 10. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase Option price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company. (b) The purchase price shall be payable: Common Stock (i) in cash or its equivalentcash, or (ii) if in shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired Common Stock held by the Optionee; provided, however, any such shares shall Optionee for a period of six months to be valued at the average per share closing price Fair Market Value (as defined in Section 6(b) of the Plan) thereof for the five trading days preceding on the date of transfer. such exercise, (ciii) Upon receipt with a combination of such notice and paymentthe foregoing, or (iv) by other means authorized by the Committee. If the tender of shares of Common Stock as payment of the Option price would result in the issuance of fractional shares of Common Stock, the Company, as promptly as possible, Company shall deliver instead return the balance in cash or cause by check to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedOptionee. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event If the Option is exercised by any person or persons after other than the death or legal disability of Optionee under Section 6(a), the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. (b) The Option may be exercised in accordance with Section 5 and the terms of the Plan with respect to any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option if less than two hundred (200). (c) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Option Shares that are shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon- assessable. (d) If at any time the Company is required to withhold tax on ordinary income recognized by the Optionee with respect to the shares received under the Option, the amount required to be withheld shall be provided to the Company by the Optionee. Such amount shall be paid in due course by the Company to the applicable taxing authorities as income taxes withheld.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment in full of the aggregate purchase price for the full Option SharesPrice of such shares. Attached as Exhibit 1 is a form of written notice acceptable Only full shares will be issued. Any fractional share will be forfeited. The Option Price shall be paid to the Company.: (a) In cash, or in its equivalent: certified check, bank draft, or postal or express money order; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares In Common Stock previously acquired by the Optionee; (c) By decreasing the number of shares for which the Option is exercisable; (d) By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option; or (e) In any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any of the above methods to the extent such shares shall be valued at method(s) would result in adverse accounting consequences to the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Company. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon assessable by the Company. The Optionee shall pay to the Company the amount of any Excess realized by the Optionee upon sale of the Common Stock issued upon exercise of this Option within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.

Method of Exercising Option. (a) Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option, and the number of Option Shares shares with respect to which it is being exercised, shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payablepaid to the Company in: (i) in cash or its equivalent, or cash; (ii) if shares cash equivalent; (iii) Common Stock of the same class Company, in accordance with Section 8(d)(2)(B)(i) of the Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Stock Option Grant and Agreement); (civ) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option in accordance with Section 8(d)(2)(B)(iv) of the Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company Corporation at its principal office specifying at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Vice President, Finance, or to such other address as the Corporation may designate. Such notice shall be in a form reasonably satisfactory to the Corporation, and shall state the election to exercise the Option and the number of Option shares in respect of which it is being exercised and shall be signed by the person or persons so exercising the Option. At the time of purchase, Shares purchased under options shall be paid for in full either (i) in cash, (including pursuant to a cashless exercise as permitted under the Federal Reserve Board regulations, subject to applicable securities law restrictions), (ii) at the discretion of the Committee and/or Board, with outstanding stock of the Corporation at such value as the Board shall determine in its sole discretion to be purchased the fair market value of such stock on the date of exercise in accordance with the valuation methods discussed in Section 20.2031-2 of U.S. Treasury Regulations, or (iii) a combination of stock (if permitted pursuant to (ii) above) and accompanied by payment cash (as described in full of (i) above). Notwithstanding any provision to the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is contrary in this Agreement, a form of written notice acceptable payment will not be available if such form of payment would violate any law or regulation. Stock acquired upon prior exercise of an option may not be used as payment of the exercise price if such action would cause the Corporation to recognize compensation expense (or additional compensation expense) with respect to the Companyoption for financial reporting purposes. (b) The purchase price Corporation shall be payable: deliver (iin paper form or by electronic means) in cash or its equivalent, or (iithe certificate(s) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any representing such shares shall be valued at as soon as practicable after the average per share closing price thereof notice of exercise and payment are received. The certificate(s) for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, shares as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to to, or upon the written order of of, the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability of the Optioneepursuant to Section 7 hereof, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. (c) The shares purchasable upon the exercise of options granted under this Agreement are exempt from the qualification or registration requirements of certain but not all other states. The Option shall not be exercisable unless the Option Shares have been qualified and/or registered under the securities laws of the state in which Optionee resides or are exempt therefrom. (The Corporation may, if permitted by such laws, permit the exercise of the Option but postpone delivery of the Option Shares and/or payment of the purchase price thereof or may set up an escrow pending such qualification and/or registration.) The qualification and/or registration can typically, but not always, be effected within thirty (30) days; therefore, Optionee is advised to periodically check with the Corporation to verify the procedure the Corporation needs to follow in order to qualify and/or register the Option Shares in the state in which Optionee resides and to give the Corporation at least thirty (30) days’ prior written notice of Optionee’s intent to exercise the Option. Upon Optionee’s agreement to exercise the Option, the Corporation hereby agrees to use its best efforts to promptly register and/or qualify the Option Shares so that the Option may be exercisable but shall have no liability to Optionee if, despite same, such registration and/or qualification is not obtained as promptly as desired by Optionee. The certificate(s) for the shares shall be subject to any legend condition imposed by the state in which Optionee resides.

Method of Exercising Option. (a) Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by giving written notice to the Company at Corporation, care of its principal office specifying Chief Financial Officer, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to execute the Option and the number of Option Shares to shares in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and paymentshares, in which event the Company, as promptly as possible, Corporation shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares with respect notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Corporation’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to which the Option is exercisedorder of the Corporation or, if applicable pursuant to Paragraph 2 hereof, the transfer of the appropriate shares of stock. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Director and if the Director shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Director and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice All shares that shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment in full of the aggregate purchase price for the full Option SharesPrice of such shares. Attached as Exhibit 1 is a form of written notice acceptable Only full shares will be issued. Any fractional share will be forfeited. The Option Price shall be paid to the Company.: (a) In cash, or in its equivalent: certified check, bank draft, or postal or express money order; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares In Common Stock previously acquired by the Optionee; (c) By decreasing the number of shares for which the Option is exercisable; (d) By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option; or (e) In any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any of the above methods to the extent such shares shall be valued at method(s) would result in adverse accounting consequences to the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Company. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon assessable by the Company. The Optionee (or the Optionee’s transferee, if any, under Paragraph 7) shall pay to the Company the amount of any Excess realized by the Optionee (or such transferee) upon sale of the Common Stock issued upon exercise of this Option within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice by registered or certified mail, return receipt requested, addressed to the Company at its principal office specifying offices at the address for notices set forth in Section 9. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase Option price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company. (b) The purchase price shall be payable: Common Stock (i) in cash or its equivalentcash, or (ii) if in shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer Common Stock to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price Fair Market Value (as defined in Section 6(b) of the Plan) thereof for the five trading days preceding on the date of transfer. such exercise, (ciii) Upon receipt with a combination of such notice and paymentthe foregoing, or (iv) by other means authorized by the Committee. If the tender of shares of Common Stock as payment of the Option price would result in the issuance of fractional shares of Common Stock, the Company, as promptly as possible, Company shall deliver instead return the balance in cash or cause by check to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedOptionee. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event If the Option is exercised by any person or persons after other than the death or legal disability of Optionee under Section 6, the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. (b) The Option may be exercised in accordance with Section 5 and the terms of the Plan with respect to any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option if less than two hundred (200). (c) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Option Shares that are shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon- assessable. (d) If at any time the Company is required to withhold tax on ordinary income recognized by the Optionee with respect to the shares received under the Option, the amount required to be withheld shall be provided to the Company by the Optionee. Such amount shall be paid in due course by the Company to the applicable taxing authorities as income taxes withheld.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office office, specifying the number of Option Shares to be purchased purchased, and accompanied by payment in full of the aggregate purchase price for the Shares. Only full Shares shall be delivered, and any fractional share which might otherwise be deliverable upon exercise of an Option Sharesgranted hereunder shall be forfeited. Attached as Exhibit 1 is a form of written notice acceptable to the Companynotice. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, in whole or in part through the transfer to the Company of shares Common Stock previously acquired by the Optionee; provided, howeverprovided the Common Stock so transferred have been held for the applicable holding period set forth below: 1. If such previously acquired shares of Common Stock were acquired through exercise of an incentive stock option and are being tendered as payment of the option price under an incentive stock option, any such shares shall be valued at have been held by the average per share closing Optionee for a period not less than the holding period described in ss.422(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"); 2. If such previously acquired shares of Common Stock were acquired through exercise of an incentive stock option or a nonqualified stock option and are being tendered as payment of the option price thereof under a nonqualified stock option, such shares have been held by the Optionee for more than one year; or 3. If such previously acquired shares of Common Stock were acquired through exercise of a nonqualified stock option and are being tendered as payment of the five trading days preceding option price under an incentive stock option, such Shares have been held by the date of transferOptionee for more than one year. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is so exercised. The certificate or certificates for such shares Shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.or

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving written notice to the Company at its principal office specifying office, which is presently located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of Option Shares whole shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; and shall be accompanied by payment in full of the aggregate purchase full exercise price for of such shares. Only full shares will be issued. The exercise price shall be paid to the Option Shares. Attached Company - (a) in cash, or by check or such other instrument as Exhibit 1 is a form of written notice may be acceptable to the Company.Committee; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if through the delivery of shares of Stock owned by the same class as the Option Shares are traded on Optionee having a national securities exchange, through the transfer Fair Market Value equal to the Company exercise price of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer.Option; (c) in the form of shares of Stock withheld by the Company from the shares of Stock otherwise to be received with such withheld shares of Stock having a Fair Market Value equal to the exercise price of the Option; or (d) in any combination of (a), (b), or (c) above. Upon receipt of such notice of exercise and payment, the Company, as promptly as possible, Company shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares of Stock with respect to which the Option is so exercised. The certificate or certificates for Optionee shall obtain the rights of a shareholder upon receipt of a certificate(s) representing such shares of Stock. Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee shall and if the Optionee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee and his the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to to, or upon the written order of of, the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability (as determined in accordance with section 22(e)(3) of the Code) of the Optionee, such the notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares of Stock that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of the Plan and this Option Agreement, the Option may be exercised by giving written notice ("Exercise Notice") from the Optionee or other person entitled to exercise the Option delivered to the Company at its principal office specifying stating the election to exercise the Option and the number of the Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. The Exercise Notice shall be accompanied by payment in the full of the aggregate purchase exercise price for the Option SharesShares in respect of which the Option is being exercised. Attached as Exhibit 1 is a form In the event the Option shall be exercised by any person or persons other than the Optionee, the Exercise Notice shall be accompanied by appropriate proof of written notice acceptable the right of such person or persons to exercise the CompanyOption. (b) The purchase Payment of the exercise price shall be payablemade: (i) in cash or its equivalentby certified check or by bank draft made payable to the Company; (ii) subject to any legal restrictions on the repurchase or redemption of shares of the Company's common stock by the Company, by the delivery of shares of the Company's common stock having a then "fair market value" equal to the aggregate purchase price in respect of the Option Shares then being purchased, which "fair market value" shall be determined in accordance with the provisions of Article 7(a) of the Plan; or (iii) any combination of (i) or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transferabove. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares the Option Shares in respect of which the Option shall have been exercised shall be registered in the name of the person or persons exercising the Option (Option, or, if the Option is exercised by the Optionee and if the Optionee shall so request in the notice exercising the OptionExercise Notice, shall be registered either in the name of the Optionee and his spouse, spouse jointly, with right of survivorship, or in the name of himself and/or his spouse as trustee(s) of a trust for the benefit of himself and/or his spouse, and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the a. The Option may be exercised by giving only upon receipt of written notice to of exercise by the Secretary of the Company at its principal office (the "Secretary") specifying that the Option is being exercised and the total number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Sharespurchased. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such Such notice shall be accompanied by appropriate proof payment in cash of the right relevant portion of such person or persons to exercise the Option. All Option Price for the number of Option Shares that are purchased purchased, and such exercise shall be effective on the date upon which the Secretary receives such written notice and payment. The Company shall, within three (3) business days following receipt of the purchase price for the number of Option Shares purchased, give instructions to its transfer agent to issue certificates representing the Option Shares. b. The Option may be so exercised during the Optionee's lifetime only by the Optionee, in the event of the death of the Optionee, the Option shall be exercisable by his estate or personal representative within a period not to exceed twelve (12) months following the death of the Optionee. The Option, rights and privileges conferred by this Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), other than by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. c. No person shall not have any rights or privileges of a shareholder of the Company in respect of any of the Option Shares issuable upon exercise of the Option unless and until certificates representing such Option Shares shall have been issued and delivered. d. If requested by the Company and if the Option Shares have not been registered under the Securities Act of 1933, as provided herein amended, the Optionee (or his beneficiary or estate in the death of the Optionee) shall provide a written representation that the Option Shares to be fully paid acquired upon any exercise of the Option are for investment only and nonassessablenot for resale or with a view to the distribution thereof. The Company shall register its sale of the Option Shares pursuant to a Registration Statement on Form S-8 within ninety (90) days following the date hereof and comply with all other requirements of the federal securities laws to enable the Option Shares to be freely tradable upon exercise of the Option by the Optionee.

Method of Exercising Option. (a) Subject to the terms and conditions of this the Option Agreement, the Option may be exercised by giving written notice to the Company at Company, care of its principal office specifying Chief Financial Officer, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to execute the Option and the number of Option Shares to shares in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) such shares, in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to which event the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares notice shall be received; or (b) fix a date (not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Chief Financial Officer) for the payment of the full purchase price of such shares at the Company’s Transfer Agent Offices, against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made by check payable to the order of the Company or, if applicable pursuant to Paragraph 2 hereof with respect the consent of the Compensation Committee, the transfer of the appropriate shares of stock or reduction of the appropriate number of shares to which be delivered upon exercise of the Option is exercisedOption. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Holder and if the Holder shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Holder and his spouse, another person jointly, with right of survivorshipsurvivorship or in the name of the Holder’s spouse) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice All shares that shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. As a condition of the issuance of shares hereunder, the Holder agrees to remit to the Company at the time of any exercise of this Option any taxes required to be withheld by the Company under federal, state or local law as a result of exercise. With the approval of the Committee, the Holder may remit such amount by an appropriate reduction of the number of shares to be delivered to the Holder upon exercise, or by the Holder delivering sufficient shares of common stock of the Employer valued at its fair market value (if such common stock has been owned by the Holder for at least six months). The Common Shares issued upon exercise of the Option may not be transferred except in accordance with applicable federal or state securities laws. Any certificate representing such shares will bear a legend to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR PLEDGED EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. AS A CONDITION TO THE TRANSFER OF THE SHARES, THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS OR THAT SUCH TRANSFER HAS BEEN REGISTERED UNDER FEDERAL AND ALL APPLICABLE STATE SECURITIES LAWS.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company, at the principal executive office of the Company, or in accordance with procedures established by the Company at its principal office specifying for electronic exercise of the Option. Such notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, shall be signed or otherwise authorized by the person or persons so exercising the Option Shares to in substantially the form prescribed by the Company. Such notice shall be purchased and accompanied by provision for payment in full of the aggregate full purchase price for the Option such Shares. Attached as Exhibit 1 is a form Payment of written notice acceptable to the Company. purchase price for such Shares shall be made (a) in United States dollars in cash or by check, or (b) The purchase at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price shall be payable: (i) of the Option, determined in cash or its equivalentgood faith by the Administrator, or (iic) if shares at the discretion of the same class Administrator, by delivery of the grantee’s personal recourse note, bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Option Shares are traded on Code, (d) at the discretion of the Administrator, in accordance with a national cashless exercise program established with a securities exchangebrokerage firm, through the transfer to the Company of shares previously acquired and approved by the Optionee; providedAdministrator, however, any such shares shall be valued or (e) at the average per share closing price thereof for discretion of the five trading days preceding the date Administrator, by any combination of transfer. (a), (b), (c) Upon receipt and (d) above. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided; however, that the Company may delay issuance of such notice and paymentShares until completion of any action or obtaining of any consent, which the CompanyCompany deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by Participant and if Participant shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Participant and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Section 4 hereof, by any person or persons after other than the death or legal disability of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company Corporation at its principal office specifying offices located at 226 ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 101, Fort Worth, Texas 76107. Such notice shall state the election to exercise the Option and the number of Option Shares to in respect of which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and paymentShares, in which event the Company, as promptly as possible, Corporation shall deliver or cause to be delivered a certificate or certificates representing such Shares as soon as practicable after the Option notice shall be received; or (b) fix a date, not less than five (5) nor more than ten (10) business days from the date such notice shall be received by the Corporation, for the payment of the full purchase price of such Shares against delivery of a certificate or certificates representing such Shares. Payment of such purchase price shall, in either case, be made in cash or cashier's check payable to the order of the Corporation. The Corporation hereby agrees to loan Employee such amount of money as is needed by Employee to pay the purchase price for such shares. Such loan shall be evidenced by a promissory note, payable in full twelve (12) months from date of execution, bearing interest at the rate of 8% per annum, and secured by the shares of stock purchased with respect the proceeds of the loan or other collateral acceptable to which the Option is exercisedCorporation. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, Option; or if the Optionee option shall be exercised by the Employee, and if the Employee shall so request in the notice exercising the Option, such Option shall be registered in the name of the Optionee Employee and his spouseanother person, jointly, as joint tenants with right of survivorship) , and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Paragraph 5 hereof, by any person or persons after other than the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof satisfactory to the Corporation of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice by registered or certified mail, return receipt requested, addressed to the Company at its principal office specifying offices at the address for notices set forth in Section 10. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase Option price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company. (b) The purchase price shall be payable: Common Stock (i) in cash or its equivalentcash, or (ii) if in shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired Common Stock held by the Optionee; provided, however, any such shares shall Optionee for a period of six months to be valued at the average per share closing price Fair Market Value (as defined in Section 6(b) of the Plan) thereof for the five trading days preceding on the date of transfer. such exercise, (ciii) Upon receipt with a combination of such notice and paymentthe foregoing, or (iv) by other means authorized by the Committee. If the tender of shares of Common Stock as payment of the Option price would result in the issuance of fractional shares of Common Stock, the Company, as promptly as possible, Company shall deliver instead return the balance in cash or cause by check to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedOptionee. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event If the Option is exercised by any person or persons after other than the death or legal disability of Optionee under Section 6(a), the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. The Company shall issue, in the name of the person or persons exercising the Option, and deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be received. (b) The Option may be exercised in accordance with Section 5 and the terms of the Plan with respect to any whole number of shares included therein, but in no event may an Option be exercised as to less than one hundred (100) shares at any one time, or the remaining shares covered by the Option if less than two hundred (200). (c) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until the date of issuance of a certificate or certificates representing such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. All Option Shares that are shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable. (d) If at any time the Company is required to withhold tax on ordinary income recognized by the Optionee with respect to the shares received under the Option, the amount required to be withheld shall be provided to the Company by the Optionee. Such amount shall be paid in due course by the Company to the applicable taxing authorities as income taxes withheld.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company Company, at its principal office specifying 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option and the number of Option Shares shares in respect to which it is being exercised, and shall be purchased and signed by the person or persons so exercising the Option. At that time, this Agreement shall be turned in to the Company for action by the Company to reduce the number of shares to which it applies. Such notice shall either: (a) be accompanied by payment in full of the aggregate full purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) such shares, in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to which event the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing such shares as soon as practicable after the Option Shares with respect to notice shall be received or (b) fix a date (which shall be a business day not less than five nor more than ten business days from the Option is exerciseddate such notice shall be received by the Company) for the payment of the full purchase price of such shares against delivery of a certificate or certificates representing such shares. Payment of such purchase price shall, in either case, be made in the manner provided above. The certificate or certificates for such the shares as to which Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option Option, (or, if the Optionee Option shall so request in be exercised by the notice exercising Non-Employee Director and if the Option, in the name of the Optionee Non-Employee Director and his spouse, another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to this Agreement, by any person or persons after other than the death or legal disability of the OptioneeNon-Employee Director, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof; and shall be accompanied by payment in full of the aggregate purchase price for the full Option SharesPrice of such shares. Attached as Exhibit 1 is a form of written notice acceptable Only full shares will be issued. Any fractional share will be forfeited. The Option Price shall be paid to the Company.: (a) In cash, or in its equivalent: certified check, bank draft, or postal or express money order; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares In Common Stock previously acquired by the Optionee; (c) By decreasing the number of shares for which the Option is exercisable (which shall constitute a disqualifying disposition for purposes of ISO tax rules); (d) By delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount of sale or loan proceeds necessary to pay the exercise price of the Option; or (e) In any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any of the above methods to the extent such shares shall be valued at method(s) would result in adverse accounting consequences to the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Company. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon assessable by the Company. The Optionee shall pay to the Company the amount of any Excess realized by the Optionee upon sale of the Common Stock issued upon exercise of this Option within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.

Method of Exercising Option. (a) Subject to compliance with the terms and conditions of this Option AgreementAgreement and applicable securities laws, the Option may be exercised in whole or in part at any time or from time to time after the Grant Date and on or before the Expiration Date by giving written notice the delivery (including. without limitation, delivery by facsimile}of the form of Notice of Exercise attached hereto as Exhibit 1 (the ''Notice of Exercise"), duly executed by the Optionee, at the principal business address of the Company, and as soon as practicable after such date, (i) surrendering this Option Agreement at the address of the Company, and (ii} providing payment, by check or by wire transfer, of an amount equal to the Company at its principal office specifying product obtained by multiplying the number of Option Shares to be being purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired upon such exercise by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding then effective Exercise Price. As soon as practicable on or after the date of transfer. (c) Upon receipt an exercise of such notice and paymentthe Option, the Company, as promptly as possible, Company shall deliver to the person or cause persons entitled to be delivered receive the same a certificate or certificates for the number of whole shares of Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon an exercise of the Option. As to any fraction of a share which the Optionee would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. In case of any partial exercise of the Option, the Grantee and the Company shall cancel this Option Agreement upon surrender hereof and shall execute and deliver a new Option Agreement of like tenor and date for the balance of the Option Shares with respect purchasable hereunder. This Option Agreement shall be deemed to which have been exercised on the close of business on the date of delivery of the Notice of Exercise as provided above. The Company acknowledges that the person entitled to receive the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or Shares issuable upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessabletreated for all purposes as the holder of record of such shares as of the close of business on the date the Grantee is deemed to have exercised the Option.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying at 4400 Computer Drive, Westboro, MA 01580, Attn: Treasurer. Su▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ercise the Option, and the number of shares of Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate full purchase price for of such Stock in cash, by certified check or in shares of Common Stock. If shares of Common Stock are tendered as payment of the Option Shares. Attached as Exhibit 1 is a form exercise price, the value of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding their fair market value as of the date of transfer. (c) Upon receipt exercise. If such tender would result in the issuance of such notice and paymentfractional shares of Common Stock, the CompanyParticipant shall purchase, at the price which reflects the fair market value of the Stock as promptly of the date of exercise, in cash, by certified check, or cashier's check such additional fractional shares of Common Stock as possible, shall deliver or cause are necessary to be delivered a certificate or certificates representing result in the Option Shares with respect issuance to which the Option is exercisedParticipant of an additional whole share of Stock. The certificate or certificates for such shares Company shall be registered issue, in the name of the person or persons exercising the Option (orOption, if the Optionee shall so request in and deliver a certificate or certificates representing such shares as soon as practicable after the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and payment shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionreceived. In the event the Option is exercised shall be exercised, pursuant to Paragraph 5 hereof, by any person or persons after other than the death or legal disability of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option Until Participant (or his representative as provided herein in Paragraph 5 hereof) has been issued a certificate or certificates for the shares as acquired, Participant shall be fully paid and nonassessablepossess no stockholder rights with respect to any such Stock.

Method of Exercising Option. (a) Subject to the terms and conditions of the 2005 Plan and this Option Agreement, the this Option may be exercised by giving upon written notice to the Company at its principal office specifying office, which is currently located at 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Cary, NC 27513, Attention: Vice President — Compensation. Such notice (a suggested form of which is attached as Annex B) shall state the Participant’s election to exercise this Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the Participant (or permitted assignee or legal representative); shall, if the Company so requests, be accompanied by the investment representation statement referred to in Paragraph 6; and shall be accompanied by payment in full of the aggregate purchase price for full Exercise Price of the Shares with respect to which this Option Sharesis exercised. Attached as Exhibit 1 is a form of written notice acceptable The Exercise Price shall be paid to the Company.: (b) The purchase price shall be payable: (i) in cash or its equivalent, ; (ii) in Stock previously acquired by the Participant; provided that such shares of Stock have been owned by the Participant for more than 6 months on the date of exercise and have a Fair Market Value as of the date of exercise equal to the Exercise Price of the Shares with respect to which this Option is exercised; or (iii) in any combination of (i) or (ii) if above. In the event such Exercise Price is to be paid, in whole or in part, with shares of Stock, the same class as Committee may impose additional requirements on the Option Shares are traded on a national securities exchange, payment of the Exercise Price through the transfer to the Company surrender of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transferStock. (cb) Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the this Option is so exercised. The certificate or certificates for such shares the Shares as to which this Option shall have been so exercised shall be registered in the name of the person or persons so exercising the this Option (or, if this Option shall be exercised by the Optionee Participant and if the Participant shall so request in the notice exercising the this Option, shall be registered in the name of the Optionee Participant and his the Participant’s spouse, jointly, with right of survivorshipsurvivorship or a trust established by the Participant for estate planning purposes) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option is exercised by any person or persons after the death or legal disability or death of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Option Shares that are shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company. (c) Notwithstanding any provision in this Paragraph 5 to the contrary, this Option may be exercised in such other manner consistent with the 2005 Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such “cashless” option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Participant.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office office, specifying the number of Option Shares to be purchased purchased, and accompanied by payment in full of the aggregate purchase price for the Shares. Only full Shares shall be delivered, and any fractional share which might otherwise be deliverable upon exercise of an Option Sharesgranted hereunder shall be forfeited. Attached as Exhibit 1 is a form of written notice acceptable to the Companynotice. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, in whole or in part through the transfer to the Company of shares Common Stock previously acquired by the Optionee; provided, howeverprovided the Common Stock so transferred have been held for the applicable holding period set forth below: 1. If such previously acquired shares of Common Stock were acquired through exercise of an incentive stock option and are being tendered as payment of the option price under an incentive stock option, any such shares shall be valued at have been held by the average per share closing Optionee for a period not less than the holding period described in ss.422(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"); 2. If such previously acquired shares of Common Stock were acquired through exercise of an incentive stock option or a nonqualified stock option and are being tendered as payment of the option price thereof under a nonqualified stock option, such shares have been held by the Optionee for more than one year; or 3. If such previously acquired shares of Common Stock were acquired through exercise of a nonqualified stock option and are being tendered as payment of the five trading days preceding option price under an incentive stock option, such Shares have been held by the date of transferOptionee for more than one year. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is so exercised. The certificate or certificates for such shares Shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.be

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its their principal office specifying office, which is presently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. A copy of which is attached as Exhibit A. Such notice shall be given and received, as specified in Section 11 hereof, prior to the Termination Time; shall state the election to exercise the Option and the number of Option Shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall (unless the Company otherwise agrees) be accompanied by a representation that the Option Shares being acquired upon exercise of the Option are being acquired for investment and can be sold as permitted by law; and shall be accompanied by payment in full of the aggregate purchase price for the full Option Price of such Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price Option Price shall be payable: (i) paid in cash or its equivalent, by bank or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) cashier=s check. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered by the transfer agent for Ultitek a certificate or certificates representing the Option Shares with respect to which the Option is so exercised, free and clear of any and all security interests, claims, liens or encumbrances. The certificate or certificates for such shares Option Shares shall be registered in the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and if Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his spouse, jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, to the extent permitted hereunder, by any person or persons after the death or legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon At the exercise time of delivery of the Option option shares, Optionee shall execute a Shareholder Agreement, attached hereto as provided herein shall be fully paid and nonassessable.Exhibit AB@.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at 5▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Such notice shall (i) state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; (ii) be purchased signed by the person or persons so exercising the Option; (iii) be accompanied by the investment certificate referred to in Paragraph 6 hereof, if the Company so requests; and (iv) be accompanied by payment in full of the aggregate purchase price for the full Option SharesPrice of such shares. Attached as Exhibit 1 is a form of written notice acceptable Only full shares will be issued. Any fractional share will be forfeited. The Option Price shall be paid to the Company.: (a) in cash, or in its equivalent: certified check, bank draft, or postal or express money order; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares Common Stock previously acquired by the Optionee; (c) by decreasing the number of shares for which the Option is exercisable (which shall constitute a disqualifying disposition for purposes of ISO tax rules); (d) by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option; or (e) in any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any such shares shall be valued at of the average per share closing price thereof for the five trading days preceding the date of transfer. (c) above methods Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and his the Optionee’s spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company. [The Optionee shall pay to the Company the amount of any Excess realized by the Optionee upon the sale of the Common Stock issued upon exercise of this Option within 20 business days after realization thereof. Any Excess not timely paid shall bear interest at the rate of 10% per annum until paid.]

Method of Exercising Option. (a) Subject to The Optionee may exercise any Vested Option concurrently with the terms and conditions consummation of a Company Sale Event. The Company shall give Optionee at least 30 days notice of the contemplated consummation of a Company Sale Event. Optionee may exercise this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying the number of Option Shares to be purchased and accompanied by payment in full within 20 days of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver to some or cause to be delivered a certificate or certificates representing all of the Option Shares with respect by delivery to the Company and to Alliance of a written notice in the form attached as Exhibit A (the "Exercise Notice), which Exercise Notice shall be effective, subject to the Option is exercisedrequirements of this Agreement, on the later of the date received by both of the Company and Alliance. The certificate or certificates for such shares Exercise Notice shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability of state the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons 's election to exercise the Option, the number of Options in respect of which an election to exercise has been made, the method of payment elected (see Section 5), the exact name or names in which the Shares then being purchased will be registered and the social security number of the Optionee. The Exercise Notice must be signed by the Optionee and must be accompanied by payment of the aggregate Exercise Price of the Shares then being purchased, determined in accordance with Part I. All Option Shares that are purchased delivered by Alliance upon exercise of the Options as provided in this Agreement shall be fully paid and nonassessable upon delivery. Unless the Shares issued upon the exercise of the Option Options are then the subject of a registration statement effective under the Securities Act of 1933, as provided herein amended ("Securities Act") (and, if required, there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act), the delivery of the Exercise Notice shall be fully paid deemed to be the making by the person delivering such Exercise Notice of the representations, acknowledgments and nonassessableagreements which would be contained in the Investment Letter referred to in Section 9.

Method of Exercising Option. (a) Subject to the terms and conditions of this Stock Option Grant and Agreement, the Option may be exercised in whole or in part by giving written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Plainsboro, New Jersey 08536. Such notice shall state the election to exercise the Option, and the number of Option Shares shares with respect to which it is being exercised, shall be purchased signed by the person or persons so exercising the Option; shall, unless the Company otherwise notifies the Employee, be accompanied by the investment certificate referred to in Paragraph 6; and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payablepaid to the Company in: (i) in cash or its equivalent, or cash; (ii) if shares cash equivalent; (iii) Common Stock of the same class Company, in accordance with Section 8(d)(2)(B)(i) of the Plan (as the Option Shares are traded in effect on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. this Stock Option Grant and Agreement); (civ) any combination of (i)-(iii); or (v) by delivering a properly executed notice of exercise of the Option in accordance with Section 8(d)(2)(B)(iv) of the Plan (as in effect on the date of this Stock Option Grant and Agreement). Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such shares Such certificate(s) shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee shall Option is exercised by the Employee and if the Employee so request requests in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his the Employee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised by any person or persons after the death or legal disability or death of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenot assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised in accordance with the procedures established by giving the Company for electronic exercise of the Option or by written notice to the Company at or its principal office specifying designee, in substantially the form prescribed by the Company. Such notice shall state the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedbeing exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, determined in good faith by the Administrator and held for at least six months, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The certificate Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or certificates for such shares obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Employee and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Section 4 hereof, by any person or persons after other than the death or legal disability of the OptioneeEmployee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice of exercise ("Notice of Exercise") in the form prescribed by the Company, to the Company at its principal office specifying offices at Yokneam Industrial Park, P.O.B. 240, Yokneam 20692, Israel, attention Chief Financial Officer. Such Notice of Exercise shall be signed by the number of person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase price Option Price for the Option Shares. Attached as Exhibit 1 is a such Shares by wire transfer or by certified check, or in any other form of written notice acceptable to accepted by the Company. . Within thirty (b30) The purchase price shall be payable: (i) in cash or its equivalentdays of receipt of Notice of Exercise, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; providedshall issue shares, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option, and deliver a certificate or certificates to the persons, representing such shares as soon as practicable after notice and payment shall be received. Except otherwise provide herein, the Option (ormay not be exercised unless, if at the time the Option is exercised and at all times from the Grant Date, the Optionee shall so request in then be and shall have been, an employee of the notice exercising Company. The Optionee shall be solely liable for all taxes and other fees resulting from the grant and/or exercise of options granted under this Agreement and disposition of shares acquired pursuant to the exercise of an Option, provided, however, that the Company may, in its discretion, require that the name Optionee pay at the time of exercise, such amount as the Company deems necessary to satisfy its obligation to withhold Israeli or United States Federal, state, or local income or other taxes incurred by reason of the Optionee and his spouse, jointly, with right exercise or the transfer of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the OptionShares thereupon. In the event the Option is shall be exercised by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option The Optionee shall have no rights of a stockholder with respect to Shares that are purchased upon to be acquired by the exercise of the Option as provided herein shall until a certificate or certificates representing such shares are issued to him and such Optionee becomes the holder of record of such Shares. By executing this Agreement the Optionee agrees to the terms of any Trust Agreement to be fully paid executed by the Company on behalf of the Optionee under the terms of the 1999 SOP including customary indemnification and nonassessableremuneration provisions.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company Corporation at its principal office specifying business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time, this Option Shares Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies. Such notice shall be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalentby check, or (ii) if so approved by the Corporation, by shares of the same class as the Option Shares are traded on Common Stock or by a national securities exchange, through the transfer combination of these methods of payment. Payment may also be made by delivery (including delivery by facsimile transmission) to the Company Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell a sufficient portion of the shares previously acquired by and deliver the Optionee; providedsale proceeds directly to the Corporation to pay for the exercise price. In the event that payment is made in shares of the Common Stock, however, any such shares the per share value of the Common Stock shall be valued at the average per share closing price thereof for the five trading days preceding fair market value of such stock on the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedexercise. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option Option, (or, if the Optionee Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, the certificate or certificates shall be registered in the name of the Optionee Employee and his spouse, another person jointly, with the right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of Employee (to the Optioneeextent permitted under this Incentive Stock Option Agreement), such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of the 2001 Plan and this Option Agreement, the this Option may be exercised by giving upon written notice to the Company at its principal office specifying office, which is currently located at One Manhattanville Road, Purchase, New York 10577, Attention: Vice ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇ (▇ ▇▇▇▇▇▇▇▇d form of which is attached as Annex B) shall state the Participant's election to exercise this Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the Participant (or permitted assignee or legal representative); shall, if the Company so requests, be accompanied by the investment representation statement referred to in Paragraph 6; and shall be accompanied by payment in full of the aggregate purchase price for full Exercise Price of the Shares with respect to which this Option Sharesis exercised. Attached as Exhibit 1 is a form of written notice acceptable The Exercise Price shall be paid to the Company.: (b) The purchase price shall be payable: (i) in cash or its equivalent, ; (ii) in Stock previously acquired by the Participant; provided that such shares of Stock have been owned by the Participant for more than 6 months on the date of exercise and have a Fair Market Value as of the date of exercise equal to the Exercise Price of the Shares with respect to which this Option is exercised; or (iii) in any combination of (i) or (ii) if above. In the event such Exercise Price is to be paid, in whole or in part, with shares of Stock, the same class as Committee may impose additional requirements on the Option Shares are traded on a national securities exchange, payment of the Exercise Price through the transfer to the Company surrender of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transferStock. (cb) Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the this Option is so exercised. The certificate or certificates for such shares the Shares as to which this Option shall have been so exercised shall be registered in the name of the person or persons so exercising the this Option (or, if this Option shall be exercised by the Optionee Participant and if the Participant shall so request in the notice exercising the this Option, shall be registered in the name of the Optionee Participant and his the Participant's spouse, jointly, with right of survivorshipsurvivorship or a trust established by the Participant for estate planning purposes) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option is exercised by any person or persons after the death or legal disability or death of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Option Shares that are shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company. (c) Notwithstanding any provision in this Paragraph 5 to the contrary, this Option may be exercised in such other manner consistent with the 2001 Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Participant.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company Company, at its principal office specifying office, which is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Such notice (a suggested form of which is attached) shall state the election to exercise the Option and the number of Option Shares shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 6 hereof and shall be accompanied by payment in full of the aggregate purchase full Option price for the of such shares. Only full shares will be issued. Any fractional shares will be forfeited. The Option Shares. Attached as Exhibit 1 is a form of written notice acceptable price shall be paid to the Company.: (a) In cash, or in its equivalent, or (b) The purchase price shall be payable: (i) In whole or in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, part through the transfer to the Company of shares of Common Stock previously acquired by the Optionee; providedNon-Employee Director, however, any such provided the shares shall be valued at of Common Stock so transferred have been held by the average per share closing price thereof Non-Employee Director for the five trading days preceding more than 12 months on the date of transfer. exercise. In the event the Option price is paid, in whole or in part, with shares of Common Stock, the portion of the exercise price so paid shall equal the fair market value (cas defined in the Plan) of such shares on the date of exercise. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares shares with respect to which the Option is so exercised. The certificate or certificates for such the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Non-Employee Director and if the Non-Employee Director shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Non-Employee Director and his the Non-Employee Director's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the OptioneeNon-Employee Director, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option --------------------------- Agreement, the this Option may be exercised by giving written notice to the Company Vice President and General Counsel of the Company, at its principal office specifying Bedford, Massachusetts office, or to such transfer agent as the Company shall designate. Such notice shall state the election to exercise this Option and the number of Option Shares to in respect of which it is being exercised and shall be purchased and signed by the person or persons so exercising this Option. Such notice shall be accompanied by payment in full of the aggregate full purchase price for the of such Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to , and the Company. (b) The purchase price shall be payable: (i) in cash Company or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, agent shall deliver or cause to be delivered a certificate or certificates representing the such Option Shares with respect to which as soon as practicable after the Option is exercisednotice shall be received. The certificate or certificates for such shares the Option Shares as to which this Option shall have been so exercised shall be registered in the name of the person or persons so exercising the this Option (or, if this Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the this Option, shall be registered in the name of the Optionee and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the this Option. In the event the this Option is exercised shall be exercised, pursuant to Section 3 hereof, by any person or persons after the death or legal disability of other than the Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the this Option. All Option Shares that are shall be purchased upon the exercise of the this Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (Attention: General Counsel), or as otherwise directed by the Company. Such notice shall state that the Option is being exercised thereby and the number of shares of Common Stock in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase price Option Price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable Common Stock in cash, by certified check or in shares of Common Stock, provided that such shares of Common Stock are not subject to the Companyany repurchase, forfeiture, unfulfilled vesting or other similar requirements. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if If shares of the same class Common Stock are tendered as payment of the Option Shares are traded on a national securities exchangePrice, through the transfer to the Company value of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding their fair market value as of the date of transfer. (c) Upon receipt exercise. If such tender would result in the issuance of such notice and paymentfractional shares of Common Stock, the Company, as promptly as possible, Company shall deliver instead return the balance in cash or cause by check to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedOptionee. The certificate or certificates for such shares Company shall be registered issue, in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and his spouse, jointly, with right of survivorship) deliver a certificate or certificates representing such shares as soon as practicable after notice and payment shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. received. (c) In the event the Option is shall be exercised by any person or persons after the death or legal disability of other than the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. (d) The Optionee shall have no rights of a stockholder with respect to shares of Common Stock to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him. All Option Shares that are shares of Common Stock purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option AgreementAgreement and the Plan, the Option may be exercised by giving upon written notice to the Company at its principal office specifying office, which is located at One Blue Hill Plaza, Pearl River, New York 10965. Such notice (▇ ▇▇▇▇▇▇▇ed form of which is attached) shall state the election to exercise the Option and the number of Option Shares with respect to which it is being exercised; shall be purchased signed by the person or persons so exercising the Option; shall, if the Company so requests, be accompanied by the investment certificate referred to in Paragraph 7 hereof and shall be accompanied by payment in full of the aggregate purchase price for the full Option Price of such Shares. Attached as Exhibit 1 is a form of written notice acceptable The Option Price shall be paid to the Company.: (a) In cash, or in its equivalent; (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the In Company of shares Common Stock previously acquired by the Optionee; providedAwardee, however, any provided that if such shares shall be valued at of Common Stock were acquired through exercise of an ISO or NQSO or of an option under a similar plan, such shares have been held by the average per share closing price thereof Awardee for the five trading days preceding a period of more than 12 months on the date of transfer.exercise; or (c) In such other manner consistent with the Plan and applicable law as from time to time may be authorized in writing by the Company with respect to such "cashless" option exercise arrangements as the Company from time to time may maintain with securities brokers. Any such arrangements and written authorizations may be terminated at any time by the Company without notice to the Awardee; or (d) In any combination of (a), (b) and (c) above. In the event such Option Price is paid, in whole or in part, with shares of Common Stock, the portion of the Option price so paid shall be equal to the Fair Market Value on the date of exercise of the Option of the Common Stock surrendered in payment of such Option Price. Upon receipt of such notice and payment, the Company, as promptly as possiblepracticable, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is so exercised. The certificate or certificates for such shares the Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Awardee and if the Awardee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee Awardee and his the Awardee's spouse, jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is shall be exercised by any person or persons after the death or legal disability or death of the OptioneeAwardee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessablenon-assessable by the Company.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised in accordance with the procedures established by giving the Company for electronic exercise of the Option or by written notice to the Company at or its principal office specifying designee, in substantially the form prescribed by the Company. Such notice shall state the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for the Option Shares. Attached as Exhibit 1 is a form of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) in cash or its equivalent, or (ii) if shares of the same class as the Option Shares are traded on a national securities exchange, through the transfer to the Company of shares previously acquired by the Optionee; provided, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercisedbeing exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, determined in good faith by the Administrator and held for at least six months, or (c) at the discretion of the Administrator, by delivery of the grantee’s personal note, for full, partial or no recourse note, bearing interest payable not less than annually at market rate on the date of exercise and at no less than 100% of the applicable federal rate, as defined in Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above. The certificate Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or certificates for such shares obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option (or, if the Optionee Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Optionee Participant and his spouse, another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option is exercised shall be exercised, pursuant to Section 4 hereof, by any person or persons after other than the death or legal disability of the OptioneeParticipant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option Shares that are shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

Method of Exercising Option. (a) Subject to the terms and conditions of this Option Agreement, the Option may be exercised by giving written notice to the Company at its principal office specifying offices at Yokeam Industrial Park, P.O.B. 240, Yokneam ▇▇▇▇▇, ▇▇▇▇▇▇. Such notice shall state that the Option is being exercised thereby and the number of shares of Ordinary Shares in respect of which it is being exercised. It shall be signed by the person or persons so exercising the Option Shares to and shall be purchased and accompanied by payment in full of the aggregate purchase price Option Price for the Option Shares. Attached as Exhibit 1 is a form such shares of written notice acceptable to the Company. (b) The purchase price shall be payable: (i) Ordinary Sharer in cash or its equivalent, or by certified check. Within thirty (ii30) if shares days of receipt of the same class as above-mentioned notice, the Company shall issue shares in the name of the Trustee for the benefit of the person or persons exercising the Option Shares are traded on a national securities exchangeor, through in the transfer to the Company case of shares previously acquired by the Optionee; providedfree shares, however, any such shares shall be valued at the average per share closing price thereof for the five trading days preceding the date of transfer. (c) Upon receipt of such notice and payment, the Company, as promptly as possible, shall deliver or cause to be delivered a certificate or certificates representing the Option Shares with respect to which the Option is exercised. The certificate or certificates for such shares shall be registered in the name of the person or persons exercising the Option (or, if the Optionee shall so request in the notice exercising the Option, in and deliver a certificate or certificates to the name of Trustee or persons, as the Optionee case may be representing such shares as soon as practicable after notice and his spouse, jointly, with right of survivorship) and payment shall be delivered as provided above to or upon the written order of the person or persons exercising the Optionreceived. In the event the Option is shall be exercised by any person or persons after other than the death or legal disability of the OptioneeOptions, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. All Option The Optionee shall have no rights of a stockholder with respect to Ordinary Shares that are purchased upon to be acquired by the exercise of the Option until a certificate or certificates representing such shares are issued to him or the Trustee for his benefit, as provided herein the case may be. Upon issuance of a certificate or certificates, Optionee shall be fully paid and nonassessablehave the rights of a shareholder except: the Optionee shall have voting rights as a shareholder starting at the date of exercise of the option.