Common use of Option Exercise Clause in Contracts

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) The Option may be exercised by Optionee at any time during the lifetime of the OptioneeOption Period, only provided that the Optionee may provides non-binding notice of its intent to exercise the Option or any portion thereofto Optionor no more than ten (10) Business Days, and but at least five (ii5) after the death of the Optionee, any exercisable portion of the Option mayBusiness Days, prior to the time when Option Exercise and all closing deliveries of Optionee set forth in Section 1.10 of the Asset Purchase Agreement have been delivered on or prior to, or will be delivered immediately following, the Option becomes unexercisable under Section 3(c)Exercise Date, or the requirement that such items be delivered upon execution of the Asset Purchase Agreement shall have been waived in writing by Optionor. The Option shall be deemed to have been exercised by the Optionee upon Optionee’s personal representative delivery of a written notice of exercise to Optionor in the form attached hereto as Exhibit C (the “Option Exercise Notice”) (the “Option Exercise”). The date on which the Option Exercise Notice is given is referred to herein as the “Option Exercise Date.” Optionee may elect to exercise or by not exercise the Option in its sole discretion, and nothing contained herein or in any person empowered other agreement delivered in connection herewith shall be deemed to do so under create any obligation on the deceased Optionee’s will or under part of Optionee to exercise the then applicable laws of descent and distributionOption. (b) Any exercisable portion of On the fifth (5th) Business Day after the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The OptionExercise Date, or any exercisable portion thereofsuch other date mutually agreed upon in writing by the parties, may be exercised solely by delivery to (i) Optionor and Optionee shall duly execute and deliver the Company’s corporate secretary of all of Asset Purchase Agreement (including the following prior to the time when such Option or such portion becomes unexercisable schedules, as amended pursuant to Section 3(c): (i4.7, and exhibits attached thereto) Notice in writing signed by pursuant to the Optioneeterms and conditions set forth therein, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for Optionor shall duly execute and/or deliver to Optionee the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price documents and instruments set forth under Section 1.9 of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the OptionAsset Purchase Agreement, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment Optionee shall duly execute and/or deliver to Optionor the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any documents and all federal, state and local tax withholding requirements arising in connection with the exercise instruments set forth under Section 1.10 of the Option; Asset Purchase Agreement, and (iv) Such other documents Optionee shall pay the amount set forth in Section 1.5(a) of the Asset Purchase Agreement (the “Initial Payment”). The closing of the transactions contemplated under the Asset Purchase Agreement is referred to herein as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof“Asset Sale Closing”.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during Optionee shall have the lifetime of right, but not the Optioneeobligation, only the Optionee may to exercise the Option at any time on or any portion thereof, and (ii) after the death of Effective Date and through the Optionee, any exercisable portion Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option mayas of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the time when Option Expiration Date a written notice of exercise (the Option becomes unexercisable under Section 3(c), be exercised by “Exercise Notice”) to Optionor specifying the Optionee’s personal representative or by any person empowered to do so under date (the deceased Optionee’s will or under “Closing Date”) on which settlement hereunder shall occur (the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c“Closing”); provided, however, that each partial exercise the Closing Date shall be for whole shares only. no earlier than one (c1) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on day after the date of delivery equal to the aggregate exercise price Exercise Notice and no later than one (1) day after the end of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon Period. Upon Optionee’s exercise of the OptionOption as above provided, with a Fair Market Value on this Agreement will automatically become an agreement by Optionor to sell and convey the date Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: number of Option exercise equal Series Interests mutually agreed upon by the Parties, the value of which (the “Equity Value”) shall be determined by the asset seller at the time of the Closing of the Offering immediately after giving effect to the aggregate Option price issuance of the shares with respect Series Interests to which such Option or portion is thereby exercised; or (2) delivery Optionor and all other investors in the Offering, unless otherwise agreed to in writing between the parties. The number of a notice that Series shall be calculated by dividing the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved Equity Value by the Committee) of all amounts price per Series Interest set forth in the relevant Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with advisable (the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof“Procedures”).

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during Optionee shall have the lifetime of right, but not the Optioneeobligation, only the Optionee may to exercise the Option at any time on or any portion thereof, and (ii) after the death of Effective Date and through the Optionee, any exercisable portion Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option mayas of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the time when Option Expiration Date a written notice of exercise (the Option becomes unexercisable under Section 3(c), be exercised by “Exercise Notice”) to Optionor specifying the Optionee’s personal representative or by any person empowered to do so under date (the deceased Optionee’s will or under “Closing Date”) on which settlement hereunder shall occur (the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c“Closing”); provided, however, that each partial exercise the Closing Date shall be for whole shares only. no fewer than [__] (c[__]) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on days after the date of delivery equal to the aggregate exercise price Exercise Notice and no later than [__] ([__]) days after the end of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon Period. Upon Optionee’s exercise of the OptionOption as above provided, with a Fair Market Value this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the date Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Option exercise Series Interests having a value equal to [_____] dollars ($[_____] USD) (the aggregate Option price “Equity Value”), which number of Series Interests is calculated by dividing the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved Equity Value by the Committee) of all amounts price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with advisable (the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof“Procedures”)].

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the The Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any from time prior to time with respect to whole shares only, within the period permitted for the exercise thereof. The Option shall become exercisable in the following manner: (i) During the first year after the date of grant of such Option, no portion of the Option shall be exercisable; (ii) During the second year after the date of grant of such Option, such Option shall be exercisable only to the time when extent of twenty percent (20%) of the shares covered by such Option; (iii) During the third year after the date of grant of such Option, such Option shall be exercisable only to the extent of forty percent (40%) of the shares covered by such Option; (iv) During the fourth year after the date of grant of such Option, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (v) During the fifth year after the date of grant of such Option, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (vi) During the sixth and each succeeding year after the date of grant of such Option, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in this Agreement, the Option may not be exercised after the expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or portion thereof becomes unexercisable under Section 3(cregistered or certified mail, return receipt requested, to the Company at its principal office, Attention: Corporate Secretary; and (B) payment in full to the Company at such office of the amount of the Option Price for the number of shares of Stock with respect to which the Option is then being exercised. Payment of the Option Price shall be made in cash, certified check, cashier’s check, or personal check (and if made by personal check the shares of Stock issued upon exercise of the Option shall be held by the Company until the check has cleared); provided, however, that each partial if at the time of exercise shall of the Option the Stock is traded on a national securities exchange or on the NMS, all or part of the Option Price may also be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely paid by delivery to the Company’s corporate secretary Company of all shares of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed Stock previously acquired by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash valued for such purpose at the closing price of such Stock as quoted on such exchange or by personal, certified, or bank cashiers check; (B) shares market as of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on trading day immediately preceding the date of delivery equal exercise. In addition to and at the aggregate exercise price time of payment of the Option or exercised portion thereof; (C) Price, the Optionee shall, if and to the extent permitted requested by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the OptionCompany, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction cash the full amount of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state state, and local tax withholding requirements arising or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of shares of Stock in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofexercise.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during To the lifetime of the Optioneeextent not previously exercised, only vested installments shall accumulate and the Optionee may exercise them thereafter in whole or in part. Any provision of this Agreement to the contrary notwithstanding, the Option or any portion thereof, shall expire and (ii) no longer be exercisable after the death date which is the sixth (6th) anniversary of the Optionee, any exercisable portion of Grant Date (the Option may, prior to the time when the Option becomes unexercisable under Section 3(c“Expiration Date”), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any The Option shall be exercisable portion of in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to a written notice in the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):form attached hereto which shall: (i) Notice in writing signed by state the Optioneeelection to exercise the Option, specifically stating the number of shares of Common Stock with respect to which the Option it is being exercisedexercised by the Optionee; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned signed by the Optionee for at least six months duly endorsed for transfer person or persons entitled to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of if the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or is being exercised by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any a person or persons other than the Optionee, appropriate be accompanied by (i) proof satisfactory to the Company’s legal counsel of the right of such person or persons to exercise the Option and (ii) evidence that such person or portion thereofpersons other than the Optionee have agreed to be bound by all of the terms and conditions of the Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Company pursuant to the Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and procedures established by the Company and communicated to the Optionee which may include, if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price and any applicable income and employment withholding taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment (“Net Exercise”).

Option Exercise. (a) Except as Unless otherwise provided in the Award Agreement or Section 7: (i) 6.6 of this Plan, an Option may be exercised at any time or from time to time during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion term of the Option mayas to any or all full shares which have become Purchasable under the provisions of the Option, prior but not at any time as to fewer than 100 shares unless the time when remaining shares that have become so Purchasable are fewer than 100 shares. The Committee shall have the authority to prescribe in any Award Agreement that the Option becomes unexercisable under Section 3(c), may be exercised by only in accordance with a vesting schedule during the Optionee’s personal representative or by any person empowered to do so under term of the deceased Optionee’s will or under the then applicable laws of descent and distributionOption. (b) Any exercisable portion An Option shall be exercised by (i) delivery to the Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the Company at that office of the Option or full amount of the entire Exercise Price for such number of shares of Stock in accordance with Section 6.7(c). (c) The Exercise Price is to be paid in full in cash upon the exercise of the Option, if then wholly exercisable, may and the Company shall not be exercised in whole or in part at any time prior required to deliver certificates for the time when the Option or portion thereof becomes unexercisable under Section 3(c)shares of Stock purchased until such payment has been made; provided, however, that each partial exercise shall be for whole shares only. (c) The Optionin lieu of cash, in the Committee’s sole discretion, all or any exercisable portion thereof, of the Exercise Price may be exercised solely paid by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed the Optionee’s tender to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, specifically stating to be credited against the number Exercise Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares with respect to which transferred over the Option is being exercised; aggregate Exercise Price), (ii) Full payment for the shares Optionee’s execution of a recourse note equal to the Exercise Price or relevant portion thereof, subject in either case to compliance with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personalapplicable state and federal laws, certifiedrules and regulations, or bank cashiers check(iii) such other means as the Committee may accept. (d) 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 withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; (B) shares provided, however, that in the discretion of Common Stock which have been owned the Committee any Award Agreement may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the minimum required withholding obligation owed by the Optionee for at least six months as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Stock duly endorsed for transfer to and owned by the Company with Optionee, in that number of shares having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be necessary or appropriate to satisfy the conditions of the shares exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is applicable. (e) The holder of an Option shall not have any of the rights of a stockholder with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale subject to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment until such shares have been issued and delivered to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with Grantee upon the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the The Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any from time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for with respect to whole shares only. (c) , within the period permitted for the exercise thereof. The Option, or any Option shall become exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of in the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):manner: (i) Notice At the end of the first year after the date of grant of the Options, twenty percent (20%) of the Options shall be exercisable; (ii) At the end of the second year after the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) At the end of the third year after the date of grant of such Options, such Options shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Options; (iv) At the end of the fourth year after the date of grant of such Options, such Options shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Options; and (v) Following the fifth year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options. Notwithstanding any other provision in writing signed this Agreement, the Option may not be exercised after the expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the OptioneeCompany at its principal office, specifically stating Attention: Corporate Secretary; and (B) payment in full of the Option Price in accordance with provisions of the Plan for the number of shares of Stock with respect to which the Option is then being exercised; (ii) Full payment for the shares with respect to which . Each such Option or portion thereof is exercised. Such payment notice of exercise shall be made in form of: (A) cash or accompanied by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned any documents required by the Optionee for Company under Section 4.6 hereof. In addition to and at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date time of delivery equal to the aggregate exercise price payment of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to Price, the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to shall pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction cash the full amount of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state state, and local tax withholding requirements arising or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of shares of Stock in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofexercise.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during To the lifetime of the Optioneeextent not previously exercised, only vested installments shall accumulate and the Optionee may exercise them thereafter in whole or in part. Any provision of this Agreement to the contrary notwithstanding, the Option or any portion thereof, shall expire and (ii) no longer be exercisable after the death date which is the tenth (10th) anniversary of the Optionee, any exercisable portion of Grant Date (the Option may, prior to the time when the Option becomes unexercisable under Section 3(c“Expiration Date”), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any The Option shall be exercisable portion of in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to a written notice in the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):form attached hereto which shall: (i) Notice in writing signed by state the Optioneeelection to exercise the Option, specifically stating the number of shares of Common Stock with respect to which the Option it is being exercisedexercised by the Optionee; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned signed by the Optionee for at least six months duly endorsed for transfer person or persons entitled to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of if the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or is being exercised by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any a person or persons other than the Optionee, appropriate be accompanied by (i) proof satisfactory to the Company’s legal counsel of the right of such person or persons to exercise the Option and (ii) evidence that such person or portion thereofpersons other than the Optionee have agreed to be bound by all of the terms and conditions of the Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Company pursuant to the Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and procedures established by the Company and communicated to the Optionee which may include, if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price and any applicable income and employment withholding taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment (“Net Exercise”).

Option Exercise. (a) Except as Unless otherwise provided in Section 7: the Stock Option Agreement, an Option may be exercised at any time or from time to time during the term of the Option as to any or all whole shares that have become Purchasable under the provisions of the Option, but not at any time as to less than 100 shares unless the remaining shares that have become so Purchasable are less than 100 shares. The Board shall have the authority to prescribe in any Stock Option Agreement that the Option may be exercised only in accordance with a vesting schedule during the term of the Option. (b) An Option shall be exercised by (i) during delivery to the lifetime Treasurer of the Optionee, only the Optionee may Company at its principal office of written notice of exercise the Option or any portion thereofwith respect to a specified number of shares of Stock, and (ii) after payment to the death Company at that office of the Optionee, any exercisable portion full amount of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws Price for such number of descent and distributionshares. (bc) Any exercisable portion The Option Price shall be paid in full upon the exercise of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Optionthe Board may provide in a Stock Option Agreement that, in lieu of cash, all or any exercisable portion thereof, of the Option Price may be exercised solely paid by delivery tendering to the Company’s corporate secretary Company shares of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed Stock duly endorsed for transfer and owned by the Optionee, specifically stating to be credited against the number Option Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares with respect transferred over the aggregate option price). (d) In addition to which and at the time of payment of the Option is being exercised; (ii) Full payment for Price, the shares 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 any Stock Option Agreement may provide that all or any portion of such tax obligations, together with respect additional taxes not exceeding the actual additional taxes to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned owed by the Optionee for at least six months as a result of such exercise, 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 with 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 delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Board may from time to time determine to be necessary or appropriate to satisfy the conditions of the shares exemption set forth in Rule 16b-3 under the 1934 Act. (e) The holder of an Option shall not have any of the rights of a stockholder with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale subject to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment until such shares have been issued and transferred to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with him upon the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, Options may be exercised in whole or in part at any from time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for with respect to whole shares only. (c) The Option, or any within the period permitted for the exercise thereof. Each Option shall become exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of in the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):manner: (i) Notice in writing signed by During the Optioneefirst year after the date of grant of the Options, specifically stating no portion of the number of shares with respect to which the Option is being exercisedOptions shall be exercisable; (ii) Full payment for During the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on second year after the date of delivery equal to the aggregate exercise price grant of the Option or exercised portion thereof; Options, thirty-three percent (C33%) to the extent permitted by the Committee (1) shares of the Common Stock issuable to Options shall be exercisable; (iii) During the Optionee upon exercise of the Option, with a Fair Market Value on third year after the date of Option exercise equal to the aggregate Option price grant of such Options, sixty-six percent (66%) of the Options shall be exercisable; and (iv) During the fourth and each succeeding year after the date of grant of such Options, such Options shall be exercisable as to all shares with respect to covered by such Options. Other than as set forth in Section 5.5 (d) and notwithstanding any other provision in this Plan, no option granted under the Plan may be exercised more than ten (10) years after the date on which it is granted. All Options granted under the Plan will be Net-Settled Options. Upon exercise, the Company shall withhold such Option or portion is thereby exercised; or (2) delivery numbers of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock stock then issuable upon exercise of the Option, and that Option as shall have an aggregate Fair Market Value equal to the broker has been directed to pay a sufficient portion Option Price for the shares being acquired upon exercise of the net proceeds Option. In addition to the Exercise Price, the Bank shall withhold from the number of shares issued the number of shares equal to the minimum statutory withholding in effect at the time of the sale to the Company in satisfaction of the Option exercise price; or (D) Exercise. The Optionee shall be responsible for any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all additional federal, state and local tax withholding requirements arising or employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer or similar taxes imposed with respect to the issuance or transfer of shares of stock in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof such net-settled exercise. Options shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof Optionee providing written notice of the right of such person or persons intent to exercise the Option with respect to a specific number of shares which shall be delivered by hand delivery, by overnight delivery, signature required or portion thereofby certified U.S. Mail, return receipt requested, to the Bank’s principal office.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may 2.1 Party A shall exercise the Exclusive Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee laws of China. Party A shall determine the time, manner and frequency to exercise the Exclusive Option in its discretion; 2.2 Party A shall send a notice (1hereinafter referred to as “Equity Purchase Notice”) to Party B and the Target Company whenever it determines to exercise the Exclusive Equity Option specifying the shares of the Common Stock issuable Purchased Equities that it will purchase from Party B. 2.3 Party A shall send a notice (hereinafter referred to as “Asset Purchase Notice”) to Party B and the Optionee upon Target Company whenever it determines to exercise the Exclusive Asset Option specifying the amount of the Option, with a Fair Market Value on Purchased Assets that it will purchase from the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii);Target Company. (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) 2.4 In the event that Party A exercises its Exclusive Option, for the Option purpose of making the equity/assets transfer in full conformity with this Agreement and the relevant laws, both in substance and in procedure, Party B and the Target Company undertake to take the following actions individually or portion thereof jointly: (1) Party B and the Target Company shall make and sign all necessary documents relating to the Purchased Equities/Assets transfer in the manner referred in Articles 2.2 and 2.3 hereof, to transfer all the Purchased Equities/Assets to Party A and/or the Designee at one time within seven working days from the date of delivery of the purchase notice to Party B and the Target Company; (2) for the purpose of the Purchased Equities transfer, if necessary, Party B and the Target Company shall enter into the Equity Transfer Agreement (hereinafter referred to as “Equity Transfer Agreement”) in the format set forth in Annex IV hereof. If the content and format of the Equity Transfer Agreement are otherwise stipulated by the laws of China, the content and format in conformity with the laws of China shall prevail. The closing of the Purchased Equities (subject to the completion of the industrial and commercial change registration procedures by the industry and commerce administration) shall not be later than fifteen working days from the date on which the Equity Purchase Notice delivered to Party B and the Target Company, unless the parties agree otherwise according to the actual circumstances; (3) Party B and the Target Company shall enter into one or more Power of Attorney with the content and format set forth in Annex V, to authorize Party A to designate any person to execute and delivery the Equity/Asset Transfer Agreement and other documents under this Agreement on the behalf of Party B and the Target Company; (4) Party B and the Target Company shall take all necessary actions to carry out and complete without delay the relevant formalities of approval and registration and effectively register the Purchased Equities/Assets in the name of Party A and/or the Designee without any security interest. For the purposes of this Article and this Agreement, “security interest” includes security, mortgage, pledge, the right or interest of the third-party, any share option, acquisition right, preemptive right, right of set-off, retention of title or other security arrangement, excluding any security interest arising from the Equity Pledge Agreement (hereinafter referred to as “Equity Pledge Agreement”) entered into by Party A, Party B and the Target Company this [ ] day of [ ], 2018; (5) Party B and the Target Company shall take all necessary actions to ensure that the Purchased Equities/Assets transfer shall not be interfered with in substance or procedure. Neither Party B nor the Target Company shall impose any obstacles or restrictions on the Purchased Equities/Assets transfer, except the conditions expressly stipulated in this Agreement. 2.5 The parties agree that (a) after Party A exercises the Exclusive Equity Option, in respect to the Consideration of the equity transfer collected by Party B, except for the repayment of the loans under the Loan Agreement (hereinafter referred to as “Loan Agreement”) enter into by Party A and Party B this 12th day of December, 2018 and the payment of the taxes (if any) arising from the performance of this Agreement, the remaining shall be exercised pursuant paid to Section 7 by any person Party A or persons other than the OptioneeDesignee of Party A free of charge; (b) after Party A exercises the Exclusive Asset Option, appropriate proof in respect to the Consideration of the right asset transfer collected by the Target Company, except for the amount retained as dividend or other proceeds to be distributed to party B for the repayment of such person the loans under the Loan Agreement, the remaining shall be paid to Party A or persons to exercise the Option or portion thereofDesignee of Party A free of charge.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during To the lifetime of the Optioneeextent not previously exercised, only vested installments shall accumulate and the Optionee may exercise them thereafter in whole or in part. Any provision of this Agreement to the contrary notwithstanding, the Option or any portion thereof, shall expire and (ii) no longer be exercisable after the death date which is the tenth (10th) anniversary of the Optionee, any exercisable portion of Grant Date (the Option may, prior to the time when the Option becomes unexercisable under Section 3(c“Expiration Date”), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any The Option shall be exercisable portion of in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to a written notice in the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):form attached hereto which shall: (i) Notice in writing signed by state the Optioneeelection to exercise the Option, specifically stating the number of shares of Common Stock with respect to which the Option it is being exercisedexercised by the Optionee; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned signed by the Optionee for at least six months duly endorsed for transfer person or persons entitled to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of if the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or is being exercised by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any a person or persons other than the Optionee, appropriate be accompanied by (i) proof satisfactory to the Company’s legal counsel of the right of such person or persons to exercise the Option and (ii) evidence that such person or portion thereofpersons other than the Optionee have agreed to be bound by all of the terms and conditions of the Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel of the Company pursuant to the Notice provision set forth in Section 9(c) of this Agreement. (c) Payment of the full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany the exercise of the Option. Payment shall be made in accordance with the process and procedures established by the Company and communicated to the Optionee which may include, if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering to the Company shares of Common Stock then owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver to the Company a sufficient amount of cash to pay the exercise price (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance with the process and procedures established by the Company and communicated to the Optionee, by withholding shares of Common Stock otherwise deliverable upon exercise of an Option, which shares shall be valued at their Fair Market Value as of the date of such exercise and payment (“Net Exercise”).

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the The Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any from time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for with respect to whole shares only. (c) , within the period permitted for the exercise thereof. The Option, or any Option shall become exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of in the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):manner: (i) Notice Commencing with the first anniversary of the Grand Date, twenty percent (20%) of the Option shall be exercisable; (ii) Commencing with the second anniversary of the Grant Date, forty percent (40%) of the Option shall be exercisable; (iii) Commencing with the third anniversary of the Grant Date, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (iv) Commencing with the fourth anniversary of the Grant Date, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (v) Commencing with the fifth anniversary of the Grant Date, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in writing signed this Agreement, the Option may not be exercised after the expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the OptioneeBank at its principal office, specifically stating Attention: Corporate Secretary; and (B) payment in full (by a check or money order payable to “Premier Community Bank of Florida”) to the Bank at such office of the amount of the Option Price for the number of shares of Stock with respect to which the Option is then being exercised; (ii) Full . Each such notice of exercise shall be accompanied by any documents required by the Bank under Section 4.6 hereof. In addition to and at the time of payment for of the shares Option Price, the Optionee shall pay to the Bank in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to which such Option the issuance or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) transfer of shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofexercise.

Option Exercise. (a) Except as Unless otherwise provided in the Stock Option Agreement or Section 7: (i) 6.6 of this Plan, an Option may be exercised at any time or from time to time during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion term of the Option mayas to any or all full shares which have become Purchasable under the provisions of the Option, prior but not at any time as to fewer than 100 shares unless such minimum is waived by the time when Committee or the remaining shares that have become so Purchasable are fewer than 100 shares. The Committee shall have the authority to prescribe in any Stock Option Agreement that the Option becomes unexercisable under Section 3(c), may be exercised by only in accordance with a vesting schedule during the Optionee’s personal representative or by any person empowered to do so under term of the deceased Optionee’s will or under the then applicable laws of descent and distributionOption. (b) Any exercisable portion An Option shall be exercised by (i) delivery to the Company at its principal office of a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the Company at that office of the full amount of the Exercise Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an Option or the entire (other than an Incentive Stock Option, if then wholly exercisable, ) may be exercised with the involvement of a stockbroker in whole or accordance with the federal margin rules set forth in part at any time prior Regulation T of the Federal Reserve Board (in which case the certificates representing the underlying shares will be delivered by the Company directly to the time when stockbroker). (c) The Exercise Price is to be paid in full in cash upon the Option or portion thereof becomes unexercisable under Section 3(c)exercise of the Option, and the Company shall not be required to deliver certificates for the shares purchased until such payment has been made; provided, however, that each partial exercise shall be for whole shares only. (c) The Optionin lieu of cash, or any exercisable portion thereof, may be exercised solely by delivery to in the Company’s corporate secretary of sole discretion, all or any portion of the following prior Exercise Price may be paid by the Optionee by tendering to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed Company shares of Stock duly endorsed for transfer and owned by the Optionee, specifically stating or by authorization to the number Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in each case to be credited against the Exercise Price at the Fair Market Value of such shares on the date of exercise; provided, however, that no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares with respect to which transferred over the Option is being exercised;aggregate Exercise Price. (iid) Full In addition to and at the time of payment for of the shares with respect Exercise Price, the Optionee shall pay to which such Option or portion thereof is exercised. Such payment shall be made the Company in form of: (A) cash or by personalthe full amount of any federal, certifiedstate, and local income, employment, or bank cashiers checkother withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; (B) provided, however, that in the discretion of the Committee any Stock Option Agreement may provide that 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 Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer and owned by the Optionee, or by authorization to the Company with 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 delivery exercise equal to the aggregate exercise price amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be necessary or appropriate to satisfy the conditions of the exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is applicable. (e) The holder of an Option or exercised portion thereof; (C) shall not have any of the rights of a shareholder with respect to the extent permitted by the Committee (1) shares of Stock subject to the Common Stock issuable Option until such shares have been issued and delivered to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the The Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any from time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for with respect to whole shares only. (c) , within the period permitted for the exercise thereof. The Option, or any Option shall become exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of in the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):manner: (i) Notice Commencing with the first anniversary of the Grant Date, twenty percent (20%) of the Option shall be exercisable; (ii) Commencing with the second anniversary of the Grant Date, forty percent (40%) of the Option shall be exercisable; (iii) Commencing with the third anniversary of the Grant Date, such Option shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Option; (iv) Commencing with the fourth anniversary of the Grant Date, such Option shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Option; and (v) Commencing with the fifth anniversary of the Grant Date, such Option shall be exercisable as to all shares covered by such Option. Notwithstanding any other provision in writing signed this Agreement, the Option may not be exercised after the expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the OptioneeBank at its principal office, specifically stating Attention: Corporate Secretary; and (B) payment in full (by a check or money order payable to “Premier Community Bank of Florida”) to the Bank at such office of the amount of the Option Price for the number of shares of Stock with respect to which the Option is then being exercised; (ii) Full . Each such notice of exercise shall be accompanied by any documents required by the Bank under Section 4.6 hereof. In addition to and at the time of payment for of the shares Option Price, the Optionee shall pay to the Bank in cash the full amount of all federal, state, and local withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to which such Option the issuance or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) transfer of shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofexercise.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the The Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any from time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for with respect to whole shares only. (c) , within the period permitted for the exercise thereof. The Option, or any Option shall become exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of in the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c):manner: (i) Notice At the end of the first year after the date of grant of the Options, twenty percent (20%) of the Options shall be exercisable; (ii) At the end of the second year after the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) At the end of the third year after the date of grant of such Options, such Options shall be exercisable only to the extent of sixty percent (60%) of the shares covered by such Options; (iv) At the end of the fourth year after the date of grant of such Options, such Options shall be exercisable only to the extent of eighty percent (80%) of the shares covered by such Options; and (v) Following the fifth year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options. Notwithstanding any other provision in writing signed this Agreement, the Option may not be exercised after the expiration of ten (10) years from its Grant Date. The Option shall be exercised by: (A) written notice of intent to exercise the Option with respect to a specific number of shares of Stock, which is delivered by hand delivery or registered or certified mail, return receipt requested, to the OptioneeCompany at its principal office, specifically stating Attention: Corporate Secretary; and (B) payment in full of the Option Price in accordance with the provisions of the Plan for the number of shares of Stock with respect to which the Option is then being exercised; (ii) Full payment for the shares with respect to which . Each such Option or portion thereof is exercised. Such payment notice of exercise shall be made in form of: (A) cash or accompanied by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned any documents required by the Optionee for Company under Section 4.6 hereof. In addition to and at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date time of delivery equal to the aggregate exercise price payment of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to Price, the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to shall pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction cash the full amount of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state state, and local tax withholding requirements arising or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of shares of Stock in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofexercise.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during During the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c3(e), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c3(e); provided, however, that each partial exercise (other than the exercise of the entire Option) shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c3(e): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; or (B) with the consent of the Committee (1) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) unless otherwise provided by the Committee, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; , or (D3) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 4 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as Unless otherwise provided in the Stock Option Agreement or Section 7: (i) 6.6 hereof, an Option may be exercised at any time or from time to time during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion term of the Option mayas to any or all full shares which have become Purchasable under the provisions of the Option, prior but not at any time as to less than 100 shares unless the time when remaining shares that have become so Purchasable are less than 100 shares. The Committee shall have the authority to prescribe in any Stock Option Agreement that the Option becomes unexercisable under Section 3(c), may be exercised by only in accordance with a vesting schedule during the Optionee’s personal representative or by any person empowered to do so under term of the deceased Optionee’s will or under the then applicable laws of descent and distributionOption. (b) Any exercisable portion An Option shall be exercised by (i) delivery to the Company at its principal office a written notice of exercise with respect to a specified number of shares of Stock and (ii) payment to the Company at that office of the full amount of the Exercise Price for such number of shares in accordance with Section 6.7(c). If requested by an Optionee, an Option may be exercised with the involvement of a stockbroker in accordance with the federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the stockbroker). (c) The Exercise Price is to be paid in full in cash upon the exercise of the Option or and the entire Option, if then wholly exercisable, may Company shall not be exercised in whole or in part at any time prior required to deliver certificates for the time when the Option or portion thereof becomes unexercisable under Section 3(c)shares purchased until such payment has been made; provided, however, that each partial exercise shall be for whole shares only. (c) The Optionin lieu of cash, all or any exercisable portion thereof, of the Exercise Price may be exercised solely paid by delivery tendering to the Company’s corporate secretary Company shares of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed Stock duly endorsed for transfer and owned by the Optionee, specifically stating or by authorization to the number Company to withhold shares of Stock otherwise issuable upon exercise of the Option, in each case to be credited against the Exercise Price at the Fair Market Value of such shares on the date of exercise (however, no fractional shares may be so transferred, and the Company shall not be obligated to make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price); provided further, that the Board may provide in a Stock Option Agreement (or may otherwise determine in its sole discretion at the time of exercise) that, in lieu of cash or shares, all or a portion of the Exercise Price may be paid by the Optionee's execution of a recourse note equal to the Exercise Price or relevant portion thereof, subject to compliance with respect to which the Option is being exercised;applicable state and federal laws, rules and regulations. (iid) Full In addition to and at the time of payment for of the shares with respect Exercise Price, the Optionee shall pay to which such Option or portion thereof is exercised. Such payment shall be made the Company in form of: (A) cash or by personalthe full amount of any federal, certifiedstate, and local income, employment, or bank cashiers checkother withholding taxes applicable to the taxable income of such Optionee resulting from such exercise; (B) shares provided, however, that in the discretion of Common the Committee any Stock which have been owned Option Agreement may provide that all or any portion of such tax obligations, together with additional taxes not exceeding the actual additional taxes to be owed by the Optionee for at least six months as a result of such exercise, 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 with 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 delivery exercise equal to the aggregate exercise price amount of such taxes thereby being paid, and subject to such restrictions as to the approval and timing of any such election as the Committee may from time to time determine to be necessary or appropriate to satisfy the conditions of the exemption set forth in Rule 16b-3 under the Exchange Act, if such rule is applicable. (e) The holder of an Option or exercised portion thereof; (C) shall not have any of the rights of a shareholder with respect to the extent permitted by the Committee (1) shares of Stock subject to the Common Stock issuable Option until such shares have been issued and transferred to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Option Exercise. (a) Except as otherwise provided in Section 7: This Option may be exercised by (i) during delivery to the lifetime Company at its principal office a written notice of the Optionee, only the Optionee may exercise the Option or any portion thereof, with respect to a specified number of shares of Stock and (ii) after payment to the death Company at that office of the full amount of the Exercise Price for such number of shares in accordance with Section 3.2 (b). If requested by the Optionee, any exercisable portion this Option may be exercised with the involvement of a stockbroker in accordance with the Option may, prior federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company directly to the time when the Option becomes unexercisable under Section 3(cstockbroker), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion The Exercise Price is to be paid in full in cash upon the exercise of this Option and the Option or Company shall not be required to deliver certificates for the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c)shares purchased until such payment has been made; provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed lieu of cash, all or any portion of the Exercise Price may be paid by tendering to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer authorization to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) withhold shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then otherwise issuable upon exercise of the Option, in each case to be credited against the Exercise Price at the Fair Market Value (as defined herein) of such shares on the date of exercise (however, no fractional shares may be so transferred, and that the broker has been directed Company shall not be obligated to pay make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price); and (ii) in lieu of cash or shares of Stock, all or a sufficient portion of the net proceeds Exercise Price may be paid by the Optionee's execution of a recourse note equal to the Exercise Price or relevant portion thereof. The Option shall be deemed exercised and the shares of Stock purchased thereby shall be deemed issued as of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The date such payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved is received by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option; (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation; (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 7 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereofCompany.