Common use of Notice of Exercise of Option Clause in Contracts

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President Chief Financial Officer or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) consideration in the form of any cashless exercise (such consideration having been approved by the Administrator upon the granting of this Option), including by means of a net exercise whereby the Company issues net Shares and the remaining balance of the Shares to satisfy the Participant’s tax withholding obligations; (ii) unrestricted shares of Common Stock already owned by the Participant (based on the Fair Market Value on the date the Option is exercised); (iii) any other form of consideration subsequently approved by the Administrator and permitted by applicable law; or (iv) a combination of a certified or cashier's ’s check payable to the Company in payment accompanied by a number of the total Exercise Price applicable to such shares as provided hereinof stock which equal under (i), (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof 15 below to the attention of the President President, Chief Executive Officer or such other officer as the Company President or Chief Executive Officer may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) be accompanied by (i) a certified or cashier's ’s check or, if acceptable to the Committee, a recourse note payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunderunder this Agreement, or (iii) a certified or cashier's ’s check or, if acceptable to the Committee, a recourse note payable to the Company, accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check or note equals the total Exercise Price applicable to such the shares being purchased hereunderunder this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BAnnex A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Stock Common Stock, owned by the Optionee him and duly endorsed or accompanied by stock transfer powers powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such the shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 12 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofby the Company, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value (as determined by the Board of Directors) equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optioneeexercised, in whole or by the Optionee's administrators, executors or personal representativesin part, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 13 hereof to the attention of the President President/CEO or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock subject to the Option as to which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunderOption is being exercised, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or authorization to the Company to withhold shares otherwise issuable upon exercise of the Option, having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount combination of the check above that, when aggregated, equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice Notice of Exercise and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option. Subject to such limitations as the Board may determine, the Company may authorize payment of the Exercise Price, in whole or in part, by delivery of a properly executed Notice of Exercise, together with irrevocable instructions, to: (i) a brokerage firm designated by the Optionee and acceptable to the Company, in the Board's sole discretion, to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Exercise Price and any withholding tax obligations that may arise in connection with the exercise, and (ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company in cash the full amount of any federal, state, and local income, employment or other taxes required to be withheld from the income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Board, all or any portion of such tax obligations may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in either case in that number of shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the 'Notice of Exercise Exercise' attached hereto as Schedule BAnnex A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Stock Common Stock, owned by the Optionee him and duly endorsed or accompanied by stock transfer powers powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such the shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 13 hereof to the attention of the President Senior Vice President, General Counsel or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 10 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein; or, if approved by the Committee (iii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, hereunder or (iiiii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder, subject to compliance with applicable federal and state laws. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee Optionee, and duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value equal to the total Exercise Price applicable to such the shares then being purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such the shares then being purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof 16(c) below to the attention of the President President, Chief Executive Officer or such other officer as the Company President or Chief Executive Officer may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) be accompanied by (i) a certified or cashier's ’s check or, if acceptable to the Administrator, a recourse note payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee, which the Optionee has not acquired from the Company in the six (6) months prior to the exercise date, and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunderunder this Agreement, or (iii) a certified or cashier's ’s check or, if acceptable to the Administrator, a recourse note payable to the Company, accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check or note equals the total Exercise Price applicable to such the shares being purchased hereunderunder this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 17 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall shall: (a) specify the number of shares of Stock Shares which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, 13 hereof and (c) be accompanied by (i) a certified or cashier's ’s check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, hereunder or (iii) a certified or cashier's ’s check accompanied by the number of shares of Stock stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the “Notice of Exercise Exercise” attached hereto as Schedule BAnnex A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's ’s check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Stock Common Stock, owned by the Optionee him and duly endorsed or accompanied by stock transfer powers powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such the shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This The Option may be exercised by the ---------------------------- OptioneeEmployee, or by the OptioneeEmployee's administratorsadministrator, executors executor or personal representativesrepresentative, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule B(Exhibit A) signed by the OptioneeEmployee, or by such administratorsEmployee's administrator, executors executor or personal representativesrepresentative, and delivered or mailed to the Company as specified in Section 14 hereof at its principal office, to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee Employee, or the OptioneeEmployee's administratorsadministrator, executors executor or personal representatives, as the case may berepresentative, then elects to purchase hereunder, (b) contain such information the representation as may be reasonably required pursuant to by Section 12 11 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Option Price applicable to such shares as provided herein, or (ii) shares of Stock Stock, owned by the Optionee person exercising the Option and duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value equal to the total Exercise Option Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by check, and the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Option Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereofhereof and of the Plan, the Company agrees to issue cause to be issued to the Optionee Employee, or the OptioneeEmployee's administratorsadministrator, executors executor or personal representatives, as the case may berepresentative, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this the Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BExhibit A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President Chief Executive Officer, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Exhibit A) shares of Stock Common Stock, owned by the Optionee him or her and duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value (which for the purpose hereof shall have the same meaning as in effect from time to time under the Corporation's 1992 Stock Incentive Plan) equal to the total Exercise Price purchase price applicable to such shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Exhibit A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying paymentpayments, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto his administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeEmployee, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BExhibit A) signed by the Optionee, Employee or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Employee or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Exhibit A) shares of Stock Common Stock, owned by the Optionee him or her and duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock whose Fair Market Value fair market value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by the Employee's check or shares of Common Stock in payment of applicable withholding and employment taxes, or Employee shall authorize the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Exhibit A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Employee or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President Chief Financial Officer or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof below to the attention of the President President, Chief Executive Officer or such other officer as the Company President or Chief Executive Officer may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunderunder this Agreement, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such the shares being purchased hereunderunder this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof 15 below to the attention of the President Chief Financial Officer or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which that the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects elect to purchase hereunderunder this Agreement, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) as authorized by the Committee, be accompanied by (ix) a certified or cashier's ’s check payable to the Company in payment of the total Exercise Price applicable to such the shares as provided hereinof Stock being purchased, (iiy) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such the shares purchased hereunderof Stock being purchased, or (iiiz) a certified or cashier's ’s check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such the shares of Stock being purchased hereunderas provided in this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereofof this Agreement, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option; provided that in the discretion of the Committee, the Company may issue the shares specified in such notice in uncertificated, book-entry form as permitted by the Company’s bylaws.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 15 hereof to the attention of the President Senior Vice President, General Counsel or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder, or (iv) payment through a broker-dealer sale and remittance procedure pursuant to which Optionee shall provide irrevocable written instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price (plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such exercise) and written directives to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President Chief Financial Officer or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or constructively delivered through an attestation, having a Fair Market Value equal to the total Exercise Price applicable to such shares Shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose stock where Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) a certified or cashier's ’s check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or constructively delivered through an attestation, having a Fair Market Value equal to the total Exercise Price applicable to such shares Shares purchased hereunder, or (iii) a certified or cashier's ’s check accompanied by the number of shares of Stock whose stock where Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the “Notice of Exercise Exercise” attached hereto as Schedule BAxxxx A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofpurchase, and (cb) be accompanied by (i) a certified or cashier's ’s check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such the shares as provided hereinso purchased, or (ii) (subject to any restrictions referred to in Annex A) shares of Stock Common Stock, owned by the Optionee him and duly endorsed or accompanied by stock transfer powers powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to such number of such shares, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such the shares purchased hereunderso purchased, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such purchased shares. Such notice shall also be accompanied by such a check or shares purchased hereunderof Common Stock in payment of applicable withholding and employment taxes, or the person exercising the Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under the Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this the Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule BA) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 10(c) hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 9 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such the shares of Stock purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares of Stock purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares of Stock specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 15 hereof to the attention of the President Chief Financial Officer or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) a certified or cashier's ’s check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or constructively delivered through an attestation, having a Fair Market Value equal to the total Exercise Price applicable to such shares Shares purchased hereunder, or (iii) a certified or cashier's ’s check accompanied by the number of shares of Stock whose stock where Fair Market Value when added to the amount of the check equals equal the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or As approved on 2.9.17 mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President _____________ or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) consideration in the form of any cashless exercise (such consideration having been approved by the Administrator upon the granting of this Option), including by means of a net exercise whereby the Company issues net Shares and the remaining balance of the Shares to satisfy the Participant’s tax withholding obligations; (ii) unrestricted shares of Common Stock already owned by the Participant (based on the Fair Market Value on the date the Option is exercised); (iii) any other form of consideration subsequently approved by the Administrator and permitted by applicable law; or (iv) a combination of a certified or cashier's ’s check payable to the Company in payment accompanied by a number of the total Exercise Price applicable to such shares as provided hereinof stock which equal under (i), (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeDirector, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BExhibit A) signed by the OptioneeDirector, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President Chief Executive Officer, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Director or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (iI) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Exhibit A) shares of Stock Common Stock, owned by the Optionee and him or her and-duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock whose who Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Exhibit A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying paymentpayments, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Director or the Optionee's administratorsto his administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the a Notice of Exercise attached hereto as Schedule Bapproved by the Company) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof this Agreement to the attention of the President _____________ or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required by the Company pursuant to Section 12 hereofthis Agreement, and (c) be accompanied by (i) consideration in the form of any cashless exercise (such consideration having been approved by the Administrator upon the granting of this Option), including by means of a net exercise whereby the Company issues net Shares and the remaining balance of the Shares to satisfy the Participant’s tax withholding obligations; (ii) unrestricted shares of Common Stock already owned by the Participant (based on the Fair Market Value on the date the Option is exercised); (iii) any other form of consideration subsequently approved by the Administrator and permitted by applicable law; or (iv) a combination of a certified or cashier's ’s check payable to the Company in payment accompanied by a number of the total Exercise Price applicable to such shares as provided hereinof stock which equal under (i), (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 12(C) hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably reasonable required pursuant to Section 12 10 hereof, and (c) be maybe accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers pwers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares of Stock purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof 13(c) below to the attention of the President President, Chief Executive Officer or such other officer as the Company President or Chief Executive Officer may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) be accompanied by (i) a certified or cashier's ’s check or, if acceptable to the Administrator, a recourse note payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee, which the Optionee has not acquired from the Company in the six (6) months prior to the exercise date, and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunderunder this Agreement, or (iii) a certified or cashier's ’s check or, if acceptable to the Administrator, a recourse note payable to the Company, accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check or note equals the total Exercise Price applicable to such the shares being purchased hereunderunder this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, Transferee, or by the Optionee's administrators, executors executors, or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule BA) signed by the Optionee, Transferee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President Corporate Secretary or such other officer individual as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee Optionee, Transferee, or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof11, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee Optionee, Transferee, or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this the Option. The Company may establish rules regarding the types of shares the Optionee may transfer in payment of the Option Price in order to avoid adverse accounting treatment.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 12(c) hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 10 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- ------------------------------ Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 13 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeEmployee, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BExhibit A) signed by the OptioneeEmployee, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Employee or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Exhibit A) shares of Stock Common Stock, owned by the Optionee him or her and duly endorsed or accompanied by stock transfer powers powers, having a Fair Market Value equal to the total Exercise Price purchase price applicable to such shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock whose Fair Market Value fair market value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by the Employee's check or shares of Common Stock in payment of applicable withholding and employment taxes, or Employee shall authorize the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Exhibit A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Employee or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option. 7.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofby the Company, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value (as determined 2 by the Board of Directors) equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by provision of a written notice (in substantially the form of the Notice of Exercise of Option attached hereto as Schedule SCHEDULE B) signed by the Optionee, person or by such administrators, executors or personal representativespersons exercising the Option, and delivered or mailed to the Company as specified in Section 14 11 hereof to the attention of the President Secretary or such other officer as the Company may designateVice President, Treasurer and Assistant Secretary. Any such Such notice shall (a) specify the number of shares of Stock Common Shares which the Optionee person or persons exercising the Optionee's administrators, executors or personal representatives, as the case may be, Option then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 9 hereof; (c) if exercised by any person or persons other than the Optionee, be accompanied by appropriate proof of the right of such person or persons to exercise the Option; and (cd) be accompanied by (i) a certified cash or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares Common Shares as provided herein, or (ii) shares Common Shares, previously owned by the Optionee and duly endorsed or accompanied by stock transfer powers, having a fair market value (as determined under the Plan) equal to the total Exercise Price applicable to such Common Shares purchased hereunder, or (iii) cash or check payable to the Company accompanied by the number of Stock Common Shares previously owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to fair market value (as determined under the total Exercise Price applicable to such shares purchased hereunderPlan) that, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check cash or check, equals the total Exercise Price applicable to such shares Common Shares purchased hereunder, subject to compliance with applicable federal and state laws. Upon receipt of any such notice Notice of Exercise of Option and accompanying payment, and subject to the terms, restrictions, limitations and conditions stated herein and the terms hereofof the Plan, the Company agrees to issue to the Optionee person or persons exercising the Optionee's administratorsOption certificates representing the Common Shares as to which the Option is so exercised, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person or persons exercising this the Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto to this Agreement as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof below to the attention of the President President, Chief Executive Officer or such other officer as the Company President or Chief Executive Officer may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofbelow, and (c) be accompanied by (i) a certified or cashier's ’s check or, if acceptable to the Committee, a recourse note payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunderunder this Agreement, or (iii) a certified or cashier's ’s check or, if acceptable to the Committee, a recourse note payable to the Company, accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check or note equals the total Exercise Price applicable to such the shares being purchased hereunderunder this Agreement. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's ’s administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 17 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall shall: (a) specify the number of shares of Stock Shares which the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, 13 hereof and (c) be accompanied by (i) a certified or cashier's ’s check payable to the Company in payment of the total Exercise Price applicable to such shares Shares as provided herein, (ii) shares Shares of Stock stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares Shares purchased hereunder, hereunder or (iii) a certified or cashier's ’s check accompanied by the number of shares Shares of Stock stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares Shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's ’s administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares Shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, Transferee, or by the Optionee's administrators, executors executors, or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule BA) signed by the Optionee, Transferee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President Corporate Secretary or such other officer individual as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee Optionee, Transferee, or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof11, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise exercise Price applicable to such shares purchased hereunder, hereunder or (iii) a certified or cashier's check accompanied by the number of shares of Stock stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee Optionee, Transferee, or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this the Option. The Company may establish rules regarding the types of shares the Optionee may transfer in payment of the Option Price in order to avoid adverse accounting treatment.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- OptioneeEmployee, or by the Optionee's administratorshis administrator, executors executor, personal representative or personal representativesqualified transferee, by a written notice (in substantially the form of the "Notice of Exercise Exercise" attached hereto as Schedule BAnnex A) signed by the OptioneeEmployee, or by such administratorsadministrator, executors executor, personal representative or personal representativesqualified transferee, and delivered or mailed to the Company as specified Corporation at its principal office in Section 14 hereof Norcross, Georgia, to the attention of the President President, Treasurer or such other officer as the Company Corporation may designate. Any such notice shall (a) specify the number of shares of Common Stock which the Optionee Employee or the Optionee's administratorssuch administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, then elects to purchase hereunder, and (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company Corporation, or personal check acceptable to the Corporation, in payment of the total Exercise Price price applicable to such shares as provided herein, or (ii) (subject to any restrictions referred to in Annex A) shares of Stock Common Stock, owned by the Optionee him or her and duly endorsed or accompanied by stock transfer powers powers, or in lieu thereof, the form of Attestation of Share Ownership attached as Annex B executed with respect to the number of such shares, having a Fair Market Value (as defined in the EMS Technologies, Inc. 1997 Stock Incentive Plan) equal to the total Exercise Price purchase price applicable to such the shares purchased hereunder, or (iii) such a certified or cashier's check accompanied by check, and the number of such shares of Stock (or attestation with respect thereto) whose Fair Market Value when added to the amount of the check equals the total Exercise Price purchase price applicable to such shares purchased hereunder. Such notice shall also be accompanied by such a check or shares of Common Stock in payment of applicable withholding and employment taxes, or the person exercising this Option shall authorize (by use of Annex B or otherwise) the withholding of shares of Common Stock otherwise issuable under this Option in payment of such taxes, all as set forth on Annex A and subject to any restrictions referred to therein. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company Corporation agrees to issue cause to be issued to the Optionee Employee or the Optionee's administratorsto such administrator, executors executor, personal representative or personal representativesqualified transferee, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optioneeexercised, in whole or by the Optionee's administrators, executors or personal representativesin part, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 13 hereof to the attention of the President President/CEO or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock subject to the Option as to which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunderOption is being exercised, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or authorization to the Company to withhold shares otherwise issuable upon exercise of the Option, having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount combination of the check above that, when aggregated, equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice Notice of Exercise and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option. Subject to such limitations as the Board may determine, the Company may authorize payment of the Exercise Price, in whole or in part, by delivery of a properly executed Notice of Exercise, together with irrevocable instructions, to: (i) a brokerage firm designated by the Optionee and acceptable to the Company, in the Board's sole discretion, to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Exercise Price and any withholding tax obligations that may arise in connection with the exercise, and (ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company in cash the full amount of any federal, state, and local income employment or other taxes required to be withheld from the income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Board, all or any portion of such tax obligations may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in either case in that number of shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optioneeexercised, in whole or by the Optionee's administrators, executors or personal representativesin part, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 13 hereof to the attention of the President President/CEO or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of or Stock subject to the Option as to which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunderOption is being exercised, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to t the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers powers, or authorization to the Company to withhold shares otherwise issuable upon exercise of the Option, having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount combination of the check above that, when aggregated, equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice Notice of Exercise and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option. Subject to such limitations as the Board may determine, the Company may authorize payment of the Exercise Price, in whole or in part, by delivery of a properly executed Notice of Exercise, together with irrevocable instructions, to: (i) a brokerage firm designated by the Optionee and acceptable to the Company in the Board's sole discretion, to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Exercise Price and any withholding tax obligations that may arise in connection with the exercise, and (ii) the Company to deliver the certificates for such purchased shares directly to such brokerage firm. In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company in cash the full amount of any federal, state, and local income employment or other taxes required to be withheld from the income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Board, all or any portion of such tax obligations may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer and owned by the Optionee, or by authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in either case in that number of shares having a Fair Market Value on the date of exercise equal to the amount of such taxes thereby being paid.

Notice of Exercise of Option. This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such the administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof 11 of this Agreement to the attention of the President or such any other officer as the Company may designate. Any such notice These notices shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereofby the Company, and (c) be accompanied by (i) a certified or cashier's check, money order or personal check (if approved by the Board) payable to the Company in payment of the total Exercise Price applicable to such the shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value (as determined by the Board of Directors) equal to the total Exercise Price applicable to such the shares purchased hereunder, (iii) a written election by Optionee to receive the full number of Shares purchasable under the Option then being exercised less that number of shares that have a value being equal to the Exercise Price, or (iv) any combination of (i), (ii) or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunderabove. Upon receipt of any such the exercise notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such the notice registered in the name of the person exercising this Option.