Common use of Option Exercise Clause in Contracts

Option Exercise. (a) To the extent not previously exercised, 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 shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election 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 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 OptionOption 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 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised shall accompany the exercise exercised. Payment of the Option. Payment Option Price shall be made in accordance with cash, certified check, cashier’s check, or personal check (and if made by personal check the process and procedures established shares of Stock issued upon exercise of the Option shall be held by the Company and communicated to until the Optionee which check has cleared); provided, however, that if at the time of exercise of the Option the Stock is traded on a national securities exchange or on the NMS, all or part of the Option Price may include, if the Company so approves, payment (i) in cash or also be paid by certified check, bank draft or money order; (ii) by tendering delivery to the Company of shares of Common Stock then owned previously acquired by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall be valued for such purpose at their Fair Market Value the closing price of such Stock as quoted on such exchange or market as of the trading day immediately preceding the date of such exercise exercise. In addition to and at the time of payment or (iii) by delivery of irrevocable instructions the Option Price, the Optionee shall, if and to a broker designated the extent requested by the Company to deliver Company, pay to the Company a sufficient in cash the full amount of cash all federal, state, and local withholding or other employment taxes, if any, applicable to pay the exercise price taxable income of the Optionee resulting from such exercise, and any applicable income and employment withholding sales, transfer, or similar taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance imposed with the process and procedures established by the Company and communicated respect to the Optionee, by withholding issuance or transfer of 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 in connection with such exercise and payment (“Net Exercise”)exercise.

Option Exercise. (a) To Except as otherwise provided in Section 7: (i) during the extent not previously exercisedlifetime of the Optionee, vested installments shall accumulate and only the Optionee may exercise them thereafter in whole the Option or in part. Any provision any portion thereof, and (ii) after the death of this Agreement the Optionee, any exercisable portion of the Option may, prior to the contrary notwithstanding, time when the Option shall expire 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 no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”)distribution. (b) The 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 in accordance with the process and procedures established portion thereof, may be exercised solely by the Company and communicated delivery to the Optionee. If no Company’s corporate secretary of all of the following prior to the time when such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall:or such portion becomes unexercisable pursuant to Section 3(c): (i) state Notice in writing signed by the election to exercise the OptionOptionee, specifically stating the number of shares of Common Stock with respect to which it the Option is being exercised by the Optioneeexercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be signed 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 person 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 persons entitled 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 if 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 is being 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 a any person or persons other than the Optionee, be accompanied by (i) appropriate 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 persons 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 Agreementportion thereof. (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) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election first year after the Grant Date, no portion of the Option shall be exercisable; (ii) During the second year after the Grant Date, such Option shall be exercisable only to the extent of thirty-three percent (33%) of the shares covered by such Option; (iii) During the third year after the Grant Date, such Option shall be exercisable only to the extent of sixty-six percent (66%) of the shares covered by such Option; and (iv) During the fourth and each succeeding year after the Grant Date, 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 OptionOption 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 Bank at its principal office, Attention: Corporate Secretary; and (B) payment in full (by a check or money order payable to "Old Florida Bank") to the Bank at such office of the amount of the Option Price for the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised exercised. Each such notice of exercise shall accompany be accompanied by any documents required by the exercise Bank under Section 4.6 hereof. In addition to and at the time of payment of the Option. Payment Option Price, the Optionee shall be made in accordance with the process and procedures established by the Company and communicated pay to the Optionee which may includeBank in cash the full amount of all federal, state, and local withholding or other employment taxes, if the Company so approvesany, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering applicable to the Company 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 Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To the extent not previously exercised, 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 shall expire and no longer be exercisable after the date which is the sixth tenth (6th10th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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) To the extent not previously exercised, vested installments shall accumulate and the Optionee This Option may exercise them thereafter in whole or in part. Any provision of this Agreement be exercised by (i) delivery to the contrary notwithstanding, 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 Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary Company at that office of the Grant Date full amount of the Exercise Price for such number of shares in accordance with Section 3.2 (b). If requested by the “Expiration Date”Optionee, this 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). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it Exercise Price is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 paid in writing and delivered to the General Counsel of the Company pursuant to the Notice provision set forth full 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 cash upon the exercise of the Option. Payment shall be made in accordance with the process this Option and procedures established by the Company and communicated shall not be required to deliver certificates for the Optionee which may includeshares purchased until such payment has been made; provided, if the Company so approveshowever, payment that (i) in cash lieu of cash, all or by certified check, bank draft or money order; (ii) any portion of the Exercise Price may be paid by tendering to the Company shares of Common Stock then duly endorsed for transfer and owned by the Optionee, duly endorsed for transfer or with duly executed stock power attachedby authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, which shares shall in each case to be valued credited against the Exercise Price at their the Fair Market Value (as defined herein) 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); and (ii) in lieu of cash or shares of Stock, 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. The Option shall be deemed exercised and the shares of Stock purchased thereby shall be deemed issued as of the date of such exercise and payment or (iii) by delivery of irrevocable instructions to a broker designated is received 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”)Company.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state At the election 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 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 OptionOption 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 Company at its principal office, 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised shall accompany the exercised. Each such notice of exercise of the Option. Payment shall be made in accordance with the process and procedures established accompanied by any documents required by the Company under Section 4.6 hereof. In addition to and communicated to at the time of payment of the Option Price, 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 shall pay to the Company 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 the issuance or transfer of shares of Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election first year after the Grant Date, no portion of the Option shall be exercisable; (ii) During the second year after the Grant Date, such Option shall be exercisable only to the extent of twenty percent (20%) of the shares covered by such Option; (iii) During the third year after the Grant Date, 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 Grant Date, 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 OptionOption 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 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised shall accompany the exercise exercised. Payment of the Option. Payment Option Price shall be made in accordance with cash, certified check, cashier’s check, or personal check (and if made by personal check the process and procedures established shares of Stock issued upon exercise of the Option shall be held by the Company and communicated to until the Optionee which check has cleared); provided, however, that if at the time of exercise of the Option the Stock is traded on a national securities exchange or on the NMS, all or part of the Option Price may include, if the Company so approves, payment (i) in cash or also be paid by certified check, bank draft or money order; (ii) by tendering delivery to the Company of shares of Common Stock then owned previously acquired by the Optionee, duly endorsed for transfer or Optionee (provided the exercise of such Option through this “cashless” feature is in accordance with duly executed stock power attachedapplicable federal and state securities laws), which shares shall be valued for such purpose at their Fair Market Value the closing price of such Stock as quoted on such exchange or market as of the trading day immediately preceding the date of such exercise exercise. In addition to and at the time of payment or (iii) by delivery of irrevocable instructions the Option Price, the Optionee shall, if and to a broker designated the extent requested by the Company to deliver Company, pay to the Company a sufficient in cash the full amount of cash all federal, state, and local withholding or other employment taxes, if any, applicable to pay the exercise price taxable income of the Optionee resulting from such exercise, and any applicable income and employment withholding sales, transfer, or similar taxes (“Cashless Exercise”). At the election of the Optionee, payment may also be made, in accordance imposed with the process and procedures established by the Company and communicated respect to the Optionee, by withholding issuance or transfer of 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 in connection with such exercise and payment (“Net Exercise”)exercise.

Option Exercise. (a) To Except as otherwise provided in Section 7: (i) during the extent not previously exercisedlifetime of the Optionee, vested installments shall accumulate and only the Optionee may exercise them thereafter in whole the Option or in part. Any provision any portion thereof, and (ii) after the death of this Agreement the Optionee, any exercisable portion of the Option may, prior to the contrary notwithstanding, time when the Option shall expire becomes unexercisable under Section 3(d), 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 no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”)distribution. (b) The Any exercisable portion of the Option shall or the entire Option, if then wholly exercisable, may be exercisable exercised in accordance with the process and procedures established by the Company and communicated whole or in part at any time prior to the Optionee. If no such procedures are communicated, time when the Option shall or portion thereof becomes unexercisable under Section 3(d); (c) The Option, or any exercisable portion thereof, may be exercisable exercised solely by a written notice in delivery to the form attached hereto which shall: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(d): (i) state Notice in writing signed by the election to exercise the OptionOptionee, specifically stating the number of shares of Common Stock with respect to which it the Option is being exercised by the Optioneeexercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be signed 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 person 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 persons entitled exercised portion thereof; (C) unless otherwise provided by the Board, 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 if 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 is being 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 Board) 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 a any person or persons other than the Optionee, be accompanied by (i) appropriate 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 persons 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 Agreementportion thereof. (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) To Unless otherwise provided in the extent not previously exercisedStock Option Agreement or Section 6.6 hereof, vested installments shall accumulate and an Option may be exercised at any time or from time to time during the Optionee may exercise them thereafter in whole or in part. Any provision term of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after as to any or all full shares which have become Purchasable under the date which is the sixth (6th) anniversary provisions of the Grant Date (Option, but not at any time as to less than 100 shares unless the “Expiration Date”)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 may be exercised only in accordance with a vesting schedule during the term of the Option. (b) The An Option shall be exercisable 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 process and procedures established federal margin rules set forth in Regulation T (in which case the certificates representing the underlying shares will be delivered by the Company and communicated directly to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 Agreementstockbroker). (c) Payment of the The Exercise Price is to be paid in full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany in cash upon the exercise of the Option. Payment shall be made in accordance with the process Option and procedures established by the Company and communicated shall not be required to deliver certificates for the Optionee which shares purchased until such payment has been made; provided, however, that in lieu of cash, all or any portion of the Exercise Price may include, if the Company so approves, payment (i) in cash or by certified check, bank draft or money order; (ii) be paid by tendering to the Company shares of Common Stock then duly endorsed for transfer and owned by the Optionee, duly endorsed for transfer or with duly executed stock power attachedby authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, which shares shall in each case to be valued credited against the Exercise Price at their the Fair Market Value as of such shares on the date of such exercise (however, no fractional shares may be so transferred, and payment 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 (iiimay otherwise determine in its sole discretion at the time of exercise) by delivery that, in lieu of irrevocable instructions to cash or shares, all or a broker designated portion of the Exercise Price may be paid by the Company Optionee's execution of a recourse note equal to deliver the Exercise Price or relevant portion thereof, subject to compliance with applicable state and federal laws, rules and regulations. (d) In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company a sufficient in cash the full amount of cash to pay the exercise price any federal, state, and any applicable income and employment local income, employment, or other withholding taxes (“Cashless Exercise”). At applicable to the taxable income of such Optionee resulting from such exercise; provided, however, that in the discretion of the Committee any Stock 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 as a result of such exercise, may, upon the irrevocable election of the Optionee, payment may also be made, in accordance with the process and procedures established paid by tendering to the Company whole shares of Stock duly endorsed for transfer and communicated to owned by the Optionee, or by withholding authorization to the Company to withhold shares of Common Stock otherwise deliverable issuable upon exercise of an the Option, which in either case in that number of shares shall be valued at their having a Fair Market Value as of on the date of exercise equal to the 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 shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued and transferred to the Optionee upon the exercise and payment (“Net Exercise”)of the Option.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state At the election 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 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 OptionOption 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 Company at its principal office, 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised shall accompany the exercised. Each such notice of exercise of the Option. Payment shall be made in accordance with the process and procedures established accompanied by any documents required by the Company under Section 4.6 hereof. In addition to and communicated to at the time of payment of the Option Price, 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 shall pay to the Company 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 the issuance or transfer of shares of Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To Unless otherwise provided in the extent not previously exercised, vested installments shall accumulate and the Optionee may exercise them thereafter in whole Award Agreement or in part. Any provision Section 6.6 of this Agreement Plan, an Option may be exercised at any time or from time to time during the contrary notwithstanding, term of the Option shall expire and no longer be exercisable after as to any or all full shares which have become Purchasable under the date which is the sixth (6th) anniversary provisions of the Grant Date (Option, but not at any time as to fewer than 100 shares unless the “Expiration Date”)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 may be exercised only in accordance with a vesting schedule during the term of the Option. (b) The An Option shall be exercisable in accordance with the process and procedures established exercised by (i) delivery to the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by at its principal office a written notice in the form attached hereto which shall: (i) state the election of exercise with respect to exercise the Option, the a specified number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 payment to the Company at that such person or persons other than the Optionee have agreed to be bound by all office of the terms and conditions full amount of the Option to the same extent as the Optionee; and (iii) be Exercise Price for such number of shares of Stock in writing and delivered to the General Counsel of the Company pursuant to the Notice provision set forth in accordance with Section 9(c) of this Agreement6.7(c). (c) Payment of the The Exercise Price is to be paid in full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany in cash upon the exercise of the Option. Payment shall be made in accordance with the process , and procedures established by the Company and communicated shall not be required to deliver certificates for the Optionee which shares of Stock purchased until such payment has been made; provided, however, that in lieu of cash, in the Committee’s sole discretion, all or any portion of the Exercise Price may include, if the Company so approves, payment be paid by (i) the Optionee’s tender to the Company shares of Stock duly endorsed for transfer and owned by the Optionee, 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 cash or by certified checkconsideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price), bank draft or money order; (ii) the Optionee’s execution of a recourse note equal to the Exercise Price or relevant portion thereof, subject in either case to compliance with applicable state and federal laws, rules and regulations, or (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; provided, however, that in the discretion of 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 as a result of such exercise, may, upon the irrevocable election of the Optionee, be paid by tendering to the Company whole shares of Common Stock then duly endorsed for transfer and owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which in that number of shares shall be valued at their having a Fair Market Value as of on the date of such exercise and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company to deliver equal to the Company a sufficient amount of cash such taxes thereby being paid, and subject to pay 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 shall not have any of the rights of a stockholder with respect to the shares of Stock subject to the Option until such shares have been issued and delivered to the Grantee upon 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) To the extent not previously exercised, vested installments shall accumulate and the Optionee Options may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Each Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election to exercise first year after the Optiondate of grant of the Options, no portion of the number of shares of Common Stock with respect to which it is being exercised by the OptioneeOptions shall be exercisable; (ii) be signed by During the person or persons entitled to exercise second year after the Option, and if the Option is being exercised by a person or persons other than the Optionee, be accompanied by (i) proof satisfactory to the Company’s legal counsel date of grant of the right Options, thirty-three percent (33%) of the Options shall be exercisable; (iii) During the third year after the date of grant of such person or persons to exercise the Option and Options, sixty-six percent (ii66%) evidence that such person or persons 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 OptioneeOptions shall be exercisable; and (iiiiv) During the fourth and each succeeding year after the date of grant of such Options, such Options shall be in writing and delivered exercisable as to the General Counsel of the Company pursuant to the Notice provision all shares covered by such Options. Other than as set forth in Section 9(c5.5 (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 numbers of this Agreement. (c) Payment shares of stock then issuable upon exercise of the full exercise price of any shares of Common Stock with respect Option as shall have an aggregate Fair Market Value equal to which the Option is Price for the shares being exercised shall accompany the acquired upon exercise of the Option. Payment 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 Exercise. The Optionee shall be made in accordance with the process responsible for any additional federal, state and procedures established by the Company and communicated local withholding 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 such net-settled exercise. Options shall be exercised by Optionee providing written notice of intent to exercise the Option with respect to a specific number of shares which may includeshall be delivered by hand delivery, if the Company so approvesby overnight delivery, payment (i) in cash signature required or by certified checkU.S. Mail, bank draft or money order; (ii) by tendering return receipt requested, 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”)Bank’s principal office.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the The Optionee may exercise them thereafter in whole the Option by making the following cash payments to the Optionors, completing the following issuances of Shares to the Optionors, and completing the Expenditures set out below on or in partbefore the relevant completion date or as otherwise indicated. Any provision For clarity, each Optionor shall be entitled to receive 50% of any cash payments or Share issuances required to be completed by the Optionee under this Section 2.2.: On signing of this Agreement to agreement (the contrary notwithstanding“Effective Date”) 5,000 Nil 5,000 (paid) (by December 31, 2018) On completion of the Option shall expire Optionee’s Initial Public Offering (“IPO”) and no longer be exercisable after listing on the date which is CSE or TSX-V Nil 30,000 70,000 (on or before completion of IPO) On or before the sixth (6th) one-year anniversary of the Grant Effective Date (10,000 60,000 Nil On or before the “Expiration Date”).two-year anniversary of the Effective Date 20,000 120,000 Nil On or before the three-year anniversary of the Effective Date 40,000 240,000 100,000 (b) The Option shall be exercisable If the Optionee makes the cash payments and completes the share issuances in accordance with Section 2.2, or earlier as permitted by Section 2.4, it will send the process and procedures established by Optionors an Option Exercise Notice within 30 days from the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to date of exercise of the Option, the number of shares of Common Stock with respect at which time it will be deemed to which it is being have exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons other than will have earned an undivided 100% interest in the Optionee have agreed to be bound by all of the terms and conditions of the Option Property, subject 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.Royalty; (c) Payment The Parties agree that any Expenditures incurred by the Optionee in any period in excess of the full exercise price required amount shall be carried forward and applied against the subsequent period’s Expenditure requirement; (d) The Parties agree that Optionee may pay cash in lieu of any shares of Common Stock Expenditure obligation, provided that the Optionee complies with respect its obligations to which maintain the Property in good standing under Section 4.3; (e) The Parties acknowledge and agree that this Agreement is an option only and except as specifically provided otherwise, unless the Option is being exercised shall accompany exercised, nothing herein contained will be construed as obligating the exercise of Optionee to do any acts or make any payments except as set forth herein. For greater certainty, other than the Option. Payment shall cash payment and Expenditure requirements due on the Effective Date and by December 31, 2018, respectively, the Optionee is not required to make any further payments, issue any further Shares or incur any further Expenditures and any act or acts, or payment or payments as will be made hereunder will not be construed as obligating the Optionee to do any further act or make any further payment. If this Agreement is terminated prior to the Option being exercised, then the Optionee will not be bound thereafter in accordance with the process debt, damages or otherwise under this Agreement save and procedures established except as provided for in Section 7.2; and all payments theretofore paid by the Company Optionee will be retained by the Optionors in consideration for entering into this Agreement and communicated to for the rights conferred on 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”)thereby.

Option Exercise. (a) To During the extent not previously exercisedlifetime of the Optionee, vested installments shall accumulate and only the Optionee may exercise them thereafter in whole the Option or in part. Any provision any portion thereof, and after the death of this Agreement the Optionee, any exercisable portion of the Option may, prior to the contrary notwithstanding, time when the Option shall expire becomes unexercisable under Section 3(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 no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”)distribution. (b) The 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(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 in accordance with the process and procedures established portion thereof, may be exercised solely by the Company and communicated delivery to the Optionee. If no Company’s corporate secretary of all of the following prior to the time when such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall:or such portion becomes unexercisable pursuant to Section 3(e): (i) state Notice in writing signed by the election to exercise the OptionOptionee, specifically stating the number of shares of Common Stock with respect to which it the Option is being exercised by the Optioneeexercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be signed 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 person 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 persons entitled exercised portion thereof, (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 if 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 is being exercise price, or (3) 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 4 by a any person or persons other than the Optionee, be accompanied by (i) appropriate 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 persons 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 Agreementportion thereof. (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) To Unless otherwise provided in the extent not previously exercisedStock Option Agreement, vested installments shall accumulate and an Option may be exercised at any time or from time to time during the Optionee may exercise them thereafter in whole or in part. Any provision term of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after as to any or all whole shares that have become Purchasable under the date which is the sixth (6th) anniversary provisions of the Grant Date (Option, but not at any time as to less than 100 shares unless the “Expiration Date”)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) The An Option shall be exercisable in accordance with the process and procedures established exercised by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state delivery to the election Treasurer of the Company at its principal office of written notice of exercise with respect to exercise the Option, the a specified number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the OptionStock, and if the Option is being exercised by a person or persons other than the Optionee, 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 payment to the Company at that such person or persons other than the Optionee have agreed to be bound by all office of the terms and conditions full amount of the Option to the same extent as the Optionee; and (iii) be in writing and delivered to the General Counsel Price for such number of the Company pursuant to the Notice provision set forth in Section 9(c) of this Agreementshares. (c) Payment of the The Option Price shall be paid in full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany upon the exercise of the Option. Payment shall ; provided, however, that the Board may provide in a Stock Option Agreement that, in lieu of cash, all or any portion of the Option Price may 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) paid by tendering to the Company shares of Common Stock then duly endorsed for transfer and owned by the Optionee, duly endorsed for transfer or with duly executed stock power attached, which shares shall to be valued credited against the Option Price at their the Fair Market Value as of such shares on the date of such exercise (however, no fractional shares may be so transferred, and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company shall not be obligated to deliver make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate option price). (d) In addition to and at the time of payment of the Option Price, the Optionee shall pay to the Company a sufficient in cash the full amount of cash any federal, state and local income, employment or other taxes required to pay be withheld from the exercise price and income of such Optionee as a result of such exercise; provided, however, that in the discretion of the Board any applicable income and employment withholding Stock Option Agreement may provide that all or any portion of such tax obligations, together with additional taxes (“Cashless Exercise”). At not exceeding the actual additional taxes to be owed by the Optionee as a result of such exercise, may, upon the irrevocable election of the Optionee, payment may also be made, in accordance with the process and procedures established paid by tendering to the Company whole shares of Stock duly endorsed for transfer and communicated to owned by the Optionee, or by withholding authorization to the Company to withhold shares of Common Stock otherwise deliverable issuable upon exercise of an the Option, which in either case in that number of shares shall be valued at their having a Fair Market Value as of on the date of exercise equal to the 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 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 the shares of Stock subject to the Option until such shares have been issued and transferred to him upon the exercise and payment (“Net Exercise”)of the Option.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee Options may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Each Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election to exercise first year after the Optiondate of grant of the Options, twenty percent (20%) of the number of shares of Common Stock with respect to which it is being exercised by the OptioneeOptions shall be exercisable; (ii) During the second year after the date of grant of such Options, forty percent (40%) of the Options shall be signed by exercisable; (iii) During the person or persons entitled to exercise third year after the Optiondate of grant of such Options, and if the Option is being exercised by a person or persons other than the Optionee, such Options shall be accompanied by (i) proof satisfactory exercisable only to the Company’s legal counsel extent of sixty percent (60%) of the right shares covered by such Options; (iv) During the fourth year after the date of grant of such person or persons Options, such Options shall be exercisable only to exercise the Option and extent of eighty percent (ii80%) evidence that such person or persons 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 Optioneeshares covered by such Options; and (iiiv) During the fifth and each succeeding year after the date of grant of such Options, such Options shall be in writing and delivered exercisable as to the General Counsel of the Company pursuant to the Notice provision all shares covered by such Options. Other than as set forth in Section 9(c5.5 (b) 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 numbers of this Agreement. (c) Payment shares of stock then issuable upon exercise of the full exercise price of any shares of Common Stock with respect Option as shall have an aggregate Fair Market Value equal to which the Option is Price for the shares being exercised shall accompany the acquired upon exercise of the Option. Payment 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 Exercise. The Optionee shall be made in accordance with the process responsible for any additional federal, state and procedures established by the Company and communicated local withholding 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 such net-settled exercise. Options shall be exercised by Optionee providing written notice of intent to exercise the Option with respect to a specific number of shares which may includeshall be delivered by hand delivery, if the Company so approvesby overnight delivery, payment (i) in cash signature required or by certified checkU.S. Mail, bank draft or money order; (ii) by tendering return receipt requested, 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”)Bank’s principal office.

Option Exercise. (a) To Unless otherwise provided in the extent not previously exercised, vested installments shall accumulate and the Optionee may exercise them thereafter in whole Stock Option Agreement or in part. Any provision Section 6.6 of this Agreement Plan, an Option may be exercised at any time or from time to time during the contrary notwithstanding, term of the Option shall expire and no longer be exercisable after as to any or all full shares which have become Purchasable under the date which is the sixth (6th) anniversary provisions of the Grant Date (Option, but not at any time as to fewer than 100 shares unless such minimum is waived by the “Expiration Date”)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 may be exercised only in accordance with a vesting schedule during the term of the Option. (b) The An Option shall be exercisable 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 (other than an Incentive Stock Option) may be exercised with the involvement of a stockbroker in accordance with the process and procedures established federal margin rules set forth in Regulation T of the Federal Reserve Board (in which case the certificates representing the underlying shares will be delivered by the Company and communicated directly to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 Agreementstockbroker). (c) Payment of the The Exercise Price is to be paid in full exercise price of any shares of Common Stock with respect to which the Option is being exercised shall accompany in cash upon the exercise of the Option. Payment , and the Company shall not be made required to deliver certificates for the shares purchased until such payment has been made; provided, however, that in accordance with lieu of cash, in the process and procedures established Company’s sole discretion, all or any portion of the Exercise Price may be paid 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 duly endorsed for transfer and owned by the Optionee, duly endorsed for transfer or with duly executed stock power attachedby authorization to the Company to withhold shares of Stock otherwise issuable upon exercise of the Option, which shares shall in each case to be valued credited against the Exercise Price at their the Fair Market Value as of such shares on the date of such exercise exercise; provided, however, that no fractional shares may be so transferred, and payment or (iii) by delivery of irrevocable instructions to a broker designated by the Company shall not be obligated to deliver make any cash payments in consideration of any excess of the aggregate Fair Market Value of shares transferred over the aggregate Exercise Price. (d) In addition to and at the time of payment of the Exercise Price, the Optionee shall pay to the Company a sufficient in cash the full amount of cash to pay the exercise price any federal, state, and any applicable income and employment local income, employment, or other withholding taxes (“Cashless Exercise”). At applicable to the taxable income of such Optionee resulting from such exercise; 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, payment may also be made, in accordance with the process and procedures established paid by tendering to the Company whole shares of Stock duly endorsed for transfer and communicated to owned by the Optionee, or by withholding authorization to the Company to withhold shares of Common Stock otherwise deliverable issuable upon exercise of an the Option, which in either case in that number of shares shall be valued at their having a Fair Market Value as of on the date of exercise equal to the 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 shall not have any of the rights of a shareholder with respect to the shares of Stock subject to the Option until such shares have been issued and delivered to the Optionee upon the exercise and payment (“Net Exercise”)of the Option.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state On the election first anniversary of the date of grant of the Options, twenty percent (20%) of the Options shall be exercisable; (ii) On the second anniversary of the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) On the third anniversary of 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) On the fourth anniversary of 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) On the fifth anniversary of 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 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 OptionOption 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 Bank at its principal office, Attention: Corporate Secretary; and (B) payment in full (by a check or money order payable to “Reunion Bank of Florida”) to the Bank at such office of the amount of the Option Price for the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised exercised. Each such notice of exercise shall accompany be accompanied by any documents required by the exercise Bank under Section 4.6 hereof. In addition to and at the time of payment of the Option. Payment Option Price, the Optionee shall be made in accordance with the process and procedures established by the Company and communicated pay to the Optionee which may includeBank in cash the full amount of all federal, state, and local withholding or other employment taxes, if the Company so approvesany, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering applicable to the Company 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 Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state Commencing with the election 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 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 OptionOption 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 Bank at its principal office, 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised exercised. Each such notice of exercise shall accompany be accompanied by any documents required by the exercise Bank under Section 4.6 hereof. In addition to and at the time of payment of the Option. Payment Option Price, the Optionee shall be made in accordance with the process and procedures established by the Company and communicated pay to the Optionee which may includeBank in cash the full amount of all federal, state, and local withholding or other employment taxes, if the Company so approvesany, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering applicable to the Company 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 Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To the extent not previously exercised, 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 shall expire and no longer be exercisable after the date which is the sixth tenth (6th10th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shall: (i) state the election to exercise the Option, the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state Commencing with the election 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 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 OptionOption 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 Bank at its principal office, 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 Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised exercised. Each such notice of exercise shall accompany be accompanied by any documents required by the exercise Bank under Section 4.6 hereof. In addition to and at the time of payment of the Option. Payment Option Price, the Optionee shall be made in accordance with the process and procedures established by the Company and communicated pay to the Optionee which may includeBank in cash the full amount of all federal, state, and local withholding or other employment taxes, if the Company so approvesany, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering applicable to the Company 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 Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.

Option Exercise. (a) To the extent not previously exercised, vested installments shall accumulate and the Optionee The Option may exercise them thereafter be exercised in whole or in partpart from time to time with respect to whole shares only, within the period permitted for the exercise thereof. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire and no longer be exercisable after the date which is the sixth (6th) anniversary of the Grant Date (the “Expiration Date”). (b) The Option shall be become exercisable in accordance with the process and procedures established by the Company and communicated to the Optionee. If no such procedures are communicated, the Option shall be exercisable by a written notice in the form attached hereto which shallfollowing manner: (i) state During the election first year after the date of grant of the Options, twenty percent (20%) of the Options shall be exercisable; (ii) During the second year after the date of grant of such Options, forty percent (40%) of the Options shall be exercisable; (iii) During 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) During 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) During the fifth and each succeeding 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 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 OptionOption 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 Bank at its principal office, Attention: Corporate Secretary; and (B) payment in full (by a check or money order payable to “Reunion Bank of Florida”) to the Bank at such office of the amount of the Option Price for the number of shares of Common Stock with respect to which it is being exercised by the Optionee; (ii) be signed by the person or persons entitled to exercise the Option, and if the Option is being exercised by a person or persons other than the Optionee, 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 persons 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 then being exercised exercised. Each such notice of exercise shall accompany be accompanied by any documents required by the exercise Bank under Section 4.6 hereof. In addition to and at the time of payment of the Option. Payment Option Price, the Optionee shall be made in accordance with the process and procedures established by the Company and communicated pay to the Optionee which may includeBank in cash the full amount of all federal, state, and local withholding or other employment taxes, if the Company so approvesany, payment (i) in cash or by certified check, bank draft or money order; (ii) by tendering applicable to the Company 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 Common Stock then owned by the Optionee, duly endorsed for transfer or in connection 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”)exercise.