Common use of Procedure for Exercise of Option Clause in Contracts

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that and are free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions which would in any manner restrict the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price)transfer of such shares; or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly Subject to any governing rules or regulations, as soon as practicable after receipt of notice written notification of exercise and full payment upon exercise(including satisfaction of any applicable tax withholding), the Company shall cause to be issued and delivered deliver to the Participant or his or her legal representative, as the case may be, evidence of book entry Shares, or upon the Participant’s request, Share certificates for in an appropriate amount based upon the number of Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legendspurchased under the Option(s). The Share certificates Shares shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Paired Shares then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Paired Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); (b) by check payable to the order of the Company; or (bc) by tendering previously acquired Paired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Paired Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender and are not subject to restrictions under any plan of the Company to satisfy the Option Price); or (cd), by a combination of (a) and ), (b), or (c). The In the event the Participant chooses to pay the purchase price by previously owned Paired Shares through the attestation method, subject to restrictions that may be applied by the Committee from time to time, the number of Paired Shares issued to the Participant upon the exercise of the Option shall be net of the Paired Shares attested to. Subject to the approval of the Committee, and to the extent permitted by law, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause the Participant’s name to be entered as the shareholder of record on the books of the Company. If certificates are issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Paired Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The book entry and/or Paired Share certificates shall be posted and/or issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse)’s name. The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Paired Shares for which their his or her Option is exercisable. If Paired Shares issued upon exercise of this Option are subject to all restrictions on transfer imposed by the Option shall have been exercised in fullCompany’s and La Quinta Properties, this Agreement shall be returned to the Company and canceledInc.’s Certificate of Incorporation or By-Laws or by applicable state or federal securities laws.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in ISO Agreement 3 full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed;; and (dc) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's ’s copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the CommitteeBoard); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); (c) by cancelling a portion of an option as provided in the Plan; or (cd), by a combination of (a) and ), (b) or (c). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" ” procedure as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary_______________. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretarySenior Vice President, Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed;; and (dc) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. ISO Agreement 3 Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) as provided for in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictionsPlan. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's participant’s rights under this Agreement, including the number of Shares shares for which their his or her Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretarySenior Vice President, Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. NQS Agreement 3 Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's ’s copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" ” procedure as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions. In the event the Participant exercises pursuant to a “cashless exercise” procedure, any net gain on the “cashless exercise”, after appropriate tax withholdings, shall be distributed to the Participant in the form of Shares. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This An Option may be exercised only with respect to vested Shares, only during the Exercise Period and only by delivery the relevant Optionholder or, upon the Optionholder’s death, by the Optionholder’s successors. An Option may not be exercised for a fraction of written notice a Share. If the Option which has become exercisable would entitle the Optionholder to acquire a fraction of a Share then, upon the exercise of such Option, the nominal value will be rounded down to the nearest whole number and respective fractions will be added to the Option that becomes exercisable in the future. In order to exercise an Option, the Optionholder shall take the following actions in relation thereto: the Optionholder shall deliver to the Company at its executive offices, addressed to a notice in the attention of its Secretary. Such notice: (a) shall be form set out in Appendix 1 duly completed and signed by the Participant or his or her legal representative; (b) shall specify Optionholder together with the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's copy of this Agreement; the Optionholder shall pay to the Company an amount equal to the aggregate Exercise Price for the number of Shares over which the Option is to be exercised or make such arrangements for such payment as the Company shall permit; the Optionholder shall pay to the Company any tax liability if and as required under Section 2.10. or make such arrangements for such payment as the Company shall permit; if requested by the Company, the Optionholder shall join a shareholders’ agreement in effect between the Company and/or its shareholders, an option programme established by the Company, a set of undertakings (including an undertaking agreeing to a drag-along right of the majority shareholders, founders, investors or other group of shareholders of the Company (jointly the “dragging shareholders”), whereby the Optionholder assumes an obligation to transfer its Shares together with the dragging shareholders to the proposed acquirer on similar terms and at same price as the dragging shareholders) or other similar document, as determined by the Company, by signing a deed of adherence, undertaking or similar document in the form acceptable to the Company; the Optionholder shall enter into an escrow agreement or other document in connection with any arrangement necessary for the Exit if and as required under Section 2.9.2, or shall issue a power of attorney to the Company for representing the Optionholder in all issues related to the Exit; if requested by the Company, the Optionholder shall issue irrevocable power of attorney in favour of the Company to represent the Optionholder and vote on behalf of the Optionholder at the shareholders meetings and in case of adoption of the shareholders resolutions without convening the meeting. For avoidance of doubt the Company shall have such right also any time after issuing the Shares to the Optionholder; and the Optionholder shall take such other actions that the Company may reasonably request for the acquisition of relevant Shares, e.g. submit relevant instruction to the Optionholder’s securities account operator, if required. An Option is considered validly exercised only if all actions specified in Section 2.8.3. have been duly taken. The Company shall provide the Optionholder, at the Optionholder’s request, relevant information necessary to take such actions. Issue or transfer of Shares The Company shall take actions to issue or transfer the Shares in respect of which the Option has been validly exercised to the Optionholder within 30 days following the effective date of exercise of the Option. If the Option is exercised in connection with an Exit in the form of a Share Sale or a Liquidation, the Company shall take actions to ensure that the Shares in respect of which the Option has been validly exercised will be transferred or issued to the Optionholder immediately before the completion of the Exit or Liquidation or, at its discretion, make such other arrangements that would put the Optionholder in the position the Optionholder would have been, had the Optionholder been the registered owner of the relevant Shares immediately before the completion of Exit or Liquidation. The Option Price upon holder agrees that at the Company’s sole discretion, the Shares underlying the Option can be issued as shares which do not grant its holder the right to vote. The Optionholder shall become the owner of Shares when the Optionholder is registered as such owner in the Company’s shareholders list (as maintained in the Estonian Register of Securities or otherwise), but not before the rights from relevant Shares are deemed to arise under applicable laws. Until such time, the Optionholder has no right to vote or receive dividends or any other rights in connection with the Share, notwithstanding the exercise of this the Option. After the Optionholder has become owner of any Shares, the Optionholder agrees to keep up to date with and adhere to the articles of association of the Company in force from time to time. Tax matters If in relation to the exercise of the Option or payment of compensation under Section 2.11.2. the Company or any Group Company becomes liable, or is in accordance with current practice believed to become liable, for any taxes, including, without limitation, personal or corporate income tax, social tax and other employment related taxes, (a) the Optionholder shall pay to the Company or the relevant Group Company a sum equal to such tax liability immediately upon the receipt of written notice that specifies the amount of such liability or (b) a sum equal to such tax liability shall be payable withheld from any payment made to the Optionholder under this Agreement. Call option If the “Outlined Terms” provide that the Company has the right to request the Optionholder (or, for the avoidance of doubt, the Optionholder’s or her successors) to transfer all or part of the Optionholder’s Shares acquired under the Option (the “Option Shares”) back to the Company (the “Call Option”) then: The date on which the Optionholder becomes a Bad Leaver or Good Leaver shall be the “Trigger Date”. The Company may exercise the Call Option by sending a notice to the Optionholder (the “Option Notice”) within 90 calendar days after the Trigger Date. If the Company exercises the Call Option, the Optionholder shall take all actions requested by the Company to transfer such Shares to the Company within a period which shall be (a) if the transfer is free of charge: 14 days after the receipt of the Option Notice or (b) if the transfer is at the fair value of Shares (“Fair Value”): 14 days after the determination of Fair Value under this Section 2.11.. The Fair Value shall be determined in good faith by the Company. If the Optionholder does not agree with the Fair Value determined by the Company as set out above, the Optionholder must send a notice (a “Disagreement Notice”) to the Company within 7 days after the receipt of Company’s calculation of Fair Value. In such case, the Fair Value shall be determined by an independent expert appointed jointly by the Optionholder and the Company. In case the Parties fail to appoint such expert within 14 days after the Disagreement Notice, the expert will be appointed by the Management Board of the Estonian Private Equity and Venture Capital Association or the equivalent organization in Estonia or should the latter fail or not agree to appoint such expert within 14 days after the relevant request of the Company, then by the competent court. The Fair Value as determined by the aforementioned expert or competent court shall be final and binding to the Parties. The cost of the aforementioned expert shall be paid by the Parties in equal proportions. In determining the Fair Value, valuation assigned to the Company in full either: connection with the Company’s most recent third-party equity financing may be used, if appropriate. The Company may assign its rights under the Call Option in whole or in part to any shareholders of the Company (other than the respective Optionholder who has the obligation to transfer the Shares). Such assignment does not require the consent of the Optionholder. If the “Outlined Terms” provide that the Company has the right to request a Good Leaver to transfer the Optionholder’s Shares acquired under the Option back to the Company, but the Optionholder becomes a Good Leaver before exercising the Optionholder’s Option and, accordingly, has not acquired any Shares, the Company has a right to cancel such Option, against payment by the Company of a fair compensation for such Option. The fair compensation shall be equal to the Fair Value of the vested Shares underlying such Option as determined in accordance with Section 2.11.1.. If the Optionholder (or the Optionholder’s successor(s)) breach the obligation to transfer all or part of the Option Shares under Section 2.11.1 back to the Company against the final and binding Fair Value of the Option Shares determined as provided in 2.11.1., (a) the Optionholder shall pay to the Company a contractual penalty in cash the amount of one per cent of the Fair Value (regardless of whether the transfer is free of charge or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of Fair Value) per each day the Committee); breach is continuing or (b) the Company has the right to cancel such Option Shares. Corporate events In the event of merger, division, reorganization or other corporate event affecting the Shares the Company may make at its discretion such adjustments to the number and type of securities underlying the Option as well as the Exercise Price as it in good faith considers appropriate in order to preserve (and to avoid enlargement or dilution of) the benefits or potential benefits intended to be made available to the Optionholder under this Agreement. Without prejudice to the above, in the event the Company merges with another company so that the Company will not be surviving company, the Company may at its sole discretion (i) replace the Option with the option to the shares of such surviving successor company; or (ii) decide that the Option is deemed fully or partly vested and may be exercised immediately prior to the completion of the merger. In the event of a transaction whereby a company (the “New Company”) acquires all shares in the Company (the “Old Shares”) in consideration for the issuance of shares in the New Company (the “New Shares”) to the holders of Old Shares in proportion to their existing holdings (the “Flip”), the Company shall have the right to replace the Option to acquire the Shares (the “Old Option”) with a new option (the “New Option”) which is equivalent to the Old Option but relates to shares in the New Company so that the total amount payable by tendering previously acquired Shares having an aggregate Fair Market Value at the time Optionholder for the acquisition of exercise shares under the New Option is equal to the total Option Price (provided amount that the Shares which are tendered must would have been held payable by the Participant Optionholder for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by a combination acquisition of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted Shares under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse)Old Option. The Company shall maintain a record notify the Optionholder of all information pertaining any adjustment or replacement made under this Section 2.12. as soon as reasonably possible. Termination of Option In each case this Agreement sets out an Exercise Period applicable for the exercise of the Option in certain circumstances, the Option, to the Participant's rights under this extent not exercised during such Exercise Period, shall terminate. In any case the Option (to the extent not terminated earlier) shall terminate on the 10th anniversary of the Grant Date. No effect on employment or service The Agreement shall not confer upon the Optionholder any right with respect to continuation of the Professional Relationship with any Group Company, nor shall it interfere in any way with the right of the Optionholder or the relevant Group Company to terminate the Professional Relationship at any time. Amendment The Company shall have the right to unilaterally make amendments and additions to the Agreement, including except in case this would adversely affect the number existing rights of Shares the Optionholder in which case such amendment may be made only with the written consent of the Optionholder. Conflicts between the terms If there is a conflict between the Detailed Terms and the Outlined Terms, the Outlined Terms shall prevail. Data processing notice The Optionholder is aware that the Company processes the following personal data for which their Option is exercisable. If the Option shall have been exercised in full, purposes of administering this Agreement shall be returned to and carrying out the Company Company's obligations arising from hereunder: name and canceledother details of the Optionholder and data concerning vesting and exercise of the Option.

Procedure for Exercise of Option. This To the extent this Option is exercisable, it may be exercised by delivery of written notice to the Company on any business day at its executive offices, addressed to the attention of its Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representativerepresentative (including the legal representative of a deceased Participant’s estate); (b) shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares to be purchased, and the Participant's copy of this Agreement. The Option Exercise Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Exercise Price (provided that the Shares which are tendered must much have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Administration and Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), ) by a combination of (a) and (b). The Subject to the approval of the Committee, the Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions, or by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This To exercise this Option may be exercised by delivery of written notice in whole -------------------------------- or in part, the registered holder hereof shall deliver to the Company at its principal executive officesoffices in Baltimore, addressed Maryland (or such other office of the Company in the United States as the Company may designate by notice in writing to the attention registered holder of its Secretary. Such notice: this Option) (ai) shall be signed by the Participant or his or her legal representative; (b) shall an Option Certificate completed to specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full portion of the Option Price as to which such holder is electing exercise; provided, however, that no fractional shares of the Shares to Common Stock shall be purchased, and the Participant's copy of this Agreement. The Option Price issued upon exercise of this Option, so that this Option shall must be exercised for whole numbers of Common Stock, and, provided further, that the Option may not be exercised for fewer than 100 shares of Common Stock unless the number of shares then available for purchase pursuant to the Option is less than 100, in which case the full number available must be exercised, (ii) cash or a certified or official bank check, payable to the Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion order of the Committee); or (b) by tendering previously acquired Shares having Company, in an aggregate Fair Market Value at the time of exercise amount equal to the total then aggregate Purchase Price of the shares of Common Stock being purchased and (iii) if this Option Price (provided is being exercised in whole or the last fraction of this Option is being exercised, this Option. Upon receipt thereof, such holder shall be deemed to be the holder of record of the Common Stock issuable upon such exercise, notwithstanding that the Shares which are tendered must have been held by stock transfer books of the Participant for at least six (6) months prior Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to their tender to satisfy such holder, and the Option Price); or (c)Company shall, by a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "cashless exercise" procedure as permitted under the Federal Reserve Board's Regulation T, subject to securities law restrictions. As promptly as practicable after receipt of notice and payment upon exercise, direct the Company shall Transfer Agent for the Common Stock to execute or cause to be issued executed and deliver to such holder, or as such holder may direct, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said Option Certificate. Each stock certificate so delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in such denomination as may be requested by the Participant's name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's spouse). The Company shall maintain a record of all information pertaining to the Participant's rights under this Agreement, including the number of Shares for which their Option is exercisableregistered holder hereof. If the this Option shall have been exercised only in fullpart, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to such holder a certificate evidencing the portion of this Agreement Option which remains exercisable. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section, except that, in case such stock certificates shall be returned registered in a name or names other than the name of the registered holder of this Option, funds sufficient to pay any stock transfer taxes which shall be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the registered holder hereof to the Company at the time of delivering this Option to the Company as mentioned above. If the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, the Optionholder may pay the exercise price, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and canceledany withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Price of the Shares to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved, by the Company. Unless otherwise determined by the Committee, the Option Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares or directing the Company to withhold Shares otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.

Procedure for Exercise of Option. This Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its SecretaryVice President Human Resources and Communication. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) subject to Section 2, shall specify the number of full Shares shares of Common Stock then elected to be purchased with respect to the Option; and (c) unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them, and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of the Option Exercise Price of the Shares shares of Common Stock to be purchased, and the Participant's a copy of this Agreement. The In the alternative this Option may be exercised electronically, to the extent permitted, and in a manner approved by the Company. Unless otherwise determined by the Committee, the Exercise Price upon exercise of this Option shall be payable to the Company in full eitherfull: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares shares of Common Stock or directing the Company to withhold shares of Common Stock otherwise issuable upon such exercise of this Option, in each case, having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Exercise Price); or (c), by ) through a combination of (a) and (b). The Participant may also be permitted to exercise pursuant to a "“cashless exercise" procedure ” procedure, as permitted under the Federal Reserve Board's ’s Regulation T, subject to securities law laws restrictions; (d) by any other means which the Committee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law; or (e) by a combination of the forgoing. As promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause to be issued and delivered to the Participant or his or her legal representative, as the case may be, certificates for the Shares shares of Common Stock so purchased, which may, if appropriate, be endorsed with appropriate restrictive legends. The Share Common Stock certificates shall be issued in the Participant's ’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant's ’s spouse). The Company shall maintain a record of all information pertaining to the Participant's ’s rights under this Agreement, including the number of Shares shares of Common Stock for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned to the Company and canceled.