Common use of Procedure for Exercise of Option Clause in Contracts

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the Committee. Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry form. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the committee that administers the Plan (the “Committee”). Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the Option option and must be accompanied by cash in United States dollars (including check, bank draft or draft, money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cashcash and no shares of Common Stock which have been held for less than six months may be delivered in payment of the option price. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry formprice. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing programprogram (often referred to as a “cashless exercise”, involving the immediate sale though a broker or other agent of all or a portion of the shares acquired upon exercise of the Option). If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-Vice President, Human Resources Resources, or faxed to the Corporation (412-825-15011743), Attention: Vice-Vice President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In If the case of mailing or faxexercise material is faxed, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation Company of an exercise form or forms prescribed by the Committee. attached as Exhibit A. Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, exercised and must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including checkOption. Subject to the last sentence of this Section 4, bank draft or money order or cash forwarded through a broker or other agent-sponsored the exercise or financing program), shares of already-owned Common Stock at is not effective until the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount Company receives payment of the full purchase option price for the number of shares of Common Stock as to which the Option is exercised. The option price may be paid in cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program, discussed in the second succeeding paragraph, in shares of already-owned Common Stock with a fair market value (determined as provided in the Definitions of the Plan) on the date of exercise equal to such option price, or any combination of cash and such shares equaling such option price; provided, however, that (i) any portion of the option price representing a fraction of a share shall be paid by the Optionee in cashcash and (ii) no shares of already-owned Common Stock which have been held for less than six months may be delivered in payment of the option price. The Corporation Company shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation Company representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation Company before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the price. Delivery of shares of already-owned Common Stock in payment of the option price with shares of Common Stock previously issued may also be accomplished through the effective transfer to the person in book-entry formCompany of shares held through a broker or other agent. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Optionee may choose to exercise the an Option by participating in a broker or other agent-sponsored exercise or financing program. If the person Optionee so chooses, the Corporation Company will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation Company has received full payment in cash (including check, bank draft draft, or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation Company of the right of such person to exercise the Option. The exercise material should , and the signature on all certificates or Assignments Separate from Certificate for shares delivered in payment of the option price must be hand delivered to guaranteed by a commercial bank or trust company or by a firm having membership in the Vice-PresidentNew York Stock Exchange, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand deliveryInc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In received by the Company at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (or in the case of mailing or faxcash, by effective transfer to the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the CorporationCompany's account). For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the Stock Compensation Committee of the Board of Directors that administers the Plan (the "Stock Compensation Committee"). Each exercise form must set forth the number of whole shares of Class A Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Class A Common Stock at the fair market value of such shares on the date of exercise, an attestation of ownership of such shares of already-owned Class A Common Stock in the form prescribed by the Stock Compensation Committee, or any combination of cash and such sharesthereof, in the amount of the full purchase price for the number of shares of Class A Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cashcash and no shares of the Class A Common Stock which have been held for less than one year may be delivered in payment of the option price. If the option price is paid in shares of already-owned Class A Common Stock, in lieu of actual delivery of certificates for such shares to the Corporation the person exercising the Option may complete and deliver to the Corporation the exercise form containing an attestation of stock ownership as prescribed by the Stock Compensation Committee. Such form must certify that such person owns the shares to be used to pay the option price (and must be executed by any joint owner of the shares) and that such shares are free and clear of all liens, claims and encumbrances of every kind and are not subject to any pledge or security interest. Receipt of such form and verification by the Corporation of the share ownership reflected in such form will eliminate the need of the person exercising the Option to deliver certificates for such shares to the Corporation. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Class A Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Class A Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate physically delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry formprice. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s 's Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Class A Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Class A Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered or mailed to the Vice-President, Human Resources at the Corporation, mailed to Chief Financial Officer of the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human ResourcesChief Financial Officer. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Class A Common Stock (or a proper attestation of ownership of such shares in the exercise form) are hand delivered. In the case of mailing or faxmailing, the date of exercise is the first date of the postmark on which the envelope containing the exercise form or forms, proof of right to exercise (if required) and payment (or a proper attestation of ownership of shares in the option price in cash or shares of already-owned Common Stock have been received by the Corporationexercise form). For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Class A Common StockStock (by physical delivery of certificates or attestation), any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with by physical delivery of certificates for shares of already-owned Class A Common Stock by delivery of certificates evidencing to the shares of Common StockCorporation, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificatesother exercise material.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the Committee. attached as Exhibit A. Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, exercised and must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including checkOption. Subject to the last sentence of this Section 4, bank draft or money order or cash forwarded through a broker or other agent-sponsored the exercise or financing program), shares of already-owned Common Stock at is not effective until the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount Corporation receives payment of the full purchase option price for the number of shares of Common Stock as to which the Option is exercised. The option price may be paid in cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program, discussed in the second succeeding paragraph, in shares of already-owned Common Stock with a fair market value (determined as provided in the Definitions of the Plan) on the date of exercise equal to such option price, or any combination of cash and such shares equaling such option price; provided, however, that (i) any portion of the option price representing a fraction of a share shall be paid by the Optionee in cashcash and (ii) no shares of already-owned Common Stock which have been held for less than six months may be delivered in payment of the option price. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the price. Delivery of shares of already-owned Common Stock in payment of the option price with shares of Common Stock previously issued may also be accomplished through the effective transfer to the person in book-entry formCorporation of shares held through a broker or other agent. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Optionee may choose to exercise the an Option by participating in a broker or other agent-sponsored exercise or financing program. If the person Optionee so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft draft, or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should , and the signature on all certificates or Assignments Separate from Certificate for shares delivered in payment of the option price must be hand delivered to guaranteed by a commercial bank or trust company or by a firm having membership in the Vice-PresidentNew York Stock Exchange, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand deliveryInc., the American Stock Exchange, Inc., or the National Association of Securities Dealers, Inc. The date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In received by the Corporation at the address set forth on the cover page of this Agreement, (or in the case of mailing or faxcash, the date of exercise is the first date on which the exercise form or forms, proof of right by effective transfer to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation's account). For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the Stock Compensation Subcommittee that administers the Plan (the “Stock Compensation Committee”). Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cashcash and no shares of the Common Stock which have been held for less than six (6) months may be delivered in payment of the option price. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry formprice. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. The Option may be exercised only by execution and delivery by the Optionee to the Corporation of an exercise form or forms prescribed by the CommitteeCompany. Each exercise form must set forth the number of whole shares of Common Stock as to which the Option is exercised, must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program), shares of already-owned Common Stock at the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) shall deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to price. If required by the Corporation such forms as Corporation, the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry form. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources General Counsel at the Corporation, Corporation or mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human ResourcesGeneral Counsel. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock are hand delivered. In the case of mailing or faxmailing, the date of exercise is the first date on which of the receipt by the Company of the envelope containing the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.and

Procedure for Exercise of Option. (a) The Option may be exercised only by execution and delivery by the Optionee of written notice to the Corporation of an exercise Company in the form or forms prescribed by the Committeecontained in Exhibit B attached hereto. Each exercise form must set forth the number of whole shares of Common Stock Listed Shares as to which the Option is exercised, must be dated and signed by the person exercising the Option and must be accompanied by (i) a cash in United States dollars payment (including which may be made by means of a check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program)order) in United States dollars, (ii) shares of already-owned Common Stock Listed Shares at the fair market value of such shares on the date of exercise, (iii) the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Listed Shares as to which the Option is exercised; provided, however, that any portion of -------- ------- the option price representing a fraction of a share shall be paid by the Optionee in cash. The Corporation shall advise any person exercising the Option in whole or in part with shares of cash and no already-owned Common Stock as to the amount of any cash required to Listed Shares which have been held for less than six months may be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry formprice. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Optionee may choose to exercise the an Option by participating in a broker or other agent-sponsored exercise or financing program. If the person Optionee so chooses, the Corporation Company will deliver only the shares of the Common Stock Listed Shares acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock Listed Shares will be issued or delivered until the Corporation Company has received full payment in cash (including check, bank draft draft, or money order) for the option price from the broker or other agent. The Company shall advise any person exercising the Option in whole or in part with shares of already-owned Listed Shares as to the amount of any cash required to be paid to the Company representing a fraction of a share, and such person will be required to pay any such cash directly to the Company before any distribution of certificates representing Listed Shares will be made. The person exercising the Option should execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each share certificate delivered in payment of the option price. Delivery of shares of already-owned Listed Shares in payment of the option price may also be accomplished through the effective transfer to the Company of shares held through a broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation Company of the right of such person to exercise the Option, and the signature on all certificates or Assignments Separate from Certificate for shares delivered in payment of the option price must be guaranteed by a member of an approved Signature Guarantee Medallion Program. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise of the Option is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock Listed Shares are hand delivered. In received by the Company at the address set forth on the cover page of this Agreement, Attention: Chief Financial Officer (or in the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received shares, by effective transfer to the CorporationCompany's account). For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common StockListed Shares, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.

Procedure for Exercise of Option. (a) The Option may be exercised only by execution and delivery by the Optionee of written, electronic or telephonic notice to the Corporation of an exercise Company or its agent in the form or forms prescribed by the Committeeprescribed. Each exercise form must set forth the number of whole shares of Common Stock Shares as to which the Option is exercised, must be dated and signed signed, or its equivalent, by the person exercising the Option and must be accompanied by (i) a cash in United States dollars payment (including which may be made by means of a check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program)order) in United States dollars, [(ii) shares of already-owned Common Stock Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise,] (iii) the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or [(iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or .] (b) execute and deliver to the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry form. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Optionee may choose to exercise the an Option by participating in a broker or other agent-sponsored exercise or financing program. If the person Optionee so chooses, the Corporation will deliver only the shares Company shall, upon receipt of the Common Stock required payment, deliver the Shares acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will shall cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding . (c) [The Company shall advise any procedures person exercising the Option in whole or in part with already-owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the broker or other agent-sponsored exercise or financing programapplicable option price, if the option price is paid in cash, no exercise of an Option and such person shall be deemed required to occur and no shares make such payment to the Company before any distribution of the Common Stock certificates representing Shares will be issued or delivered until the Corporation has received full payment in cash made.] (including check, bank draft or money orderd) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include such person shall submit proof satisfactory to the Corporation Company of the right of such person to exercise the Option. . (e) The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or formsrequired notice, proof of right to exercise (if required) and payment of the option price in cash [or shares of already-owned Common Stock Shares] are hand delivereddelivered to the Company or its agent. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. [For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stockor withheld Shares, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.]

Procedure for Exercise of Option. (a) The Option may be exercised only by execution and delivery by the Optionee of written, electronic or telephonic notice to the Corporation of an exercise Company or its agent in the form or forms prescribed by the Committeeprescribed. Each exercise form must set forth the number of whole shares of Common Stock Shares as to which the Option is exercised, must be dated and signed signed, or its equivalent, by the person exercising the Option and must be accompanied by (i) a cash in United States dollars payment (including which may be made by means of a check, bank draft or money order or cash forwarded through a broker or other agent-sponsored exercise or financing program)order) in United States dollars, (ii) if permitted by the Company, shares of already-owned Common Stock already‑owned Shares or shares withheld from the exercise of the Option at the fair market value of such shares on the date of exercise, (iii) if permitted by the Company, the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (iv) any combination of cash and such shares, in the amount of the full purchase price for the number of shares of Common Stock Shares as to which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share shall be paid by the Optionee in cash. The Corporation shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock as to the amount of any cash required to be paid to the Corporation representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or . (b) execute and deliver to If permitted by the Corporation such forms as the Corporation may require to evidence the payment of the option price with shares of Common Stock previously issued to the person in book-entry form. The signature on all Assignments Separate from Certificate must be guaranteed by a commercial bank or trust company, by a firm having membership in the New York Stock Exchange, Inc.Company, the American Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option Optionee may choose to exercise the an Option by participating in a broker or other agent-sponsored exercise or financing program. If the person Optionee so chooses, the Corporation will deliver only the shares Company shall, upon receipt of the Common Stock required payment, deliver the Shares acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the OptionOptionee, and will shall cooperate with all other reasonable procedures of the broker or other agent to permit participation by the Optionee in the sponsored exercise or financing program. Notwithstanding . (c) The Company shall advise any procedures person exercising the Option in whole or in part with already‑owned or withheld Shares as to the amount of any additional cash payment required to be made to the Company to complete payment of the broker or other agent-sponsored exercise or financing programapplicable option price, if the option price is paid in cash, no exercise of an Option and such person shall be deemed required to occur and no shares make such payment to the Company before any distribution of the Common Stock certificates representing Shares will be issued or delivered until the Corporation has received full payment in cash made. (including check, bank draft or money orderd) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include such person shall submit proof satisfactory to the Corporation Company of the right of such person to exercise the Option. . (e) The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or formsrequired notice, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock already‑owned Shares are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the Corporation. For purposes of determining the date of exercise where payment of the option price is made in shares of already-owned Common Stock, any cash required to be paid delivered to the Corporation with respect to a fraction of a share shall not be taken into account in determining whether payment of the option price has been made. If exercise is made by mail Company or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificatesits agent.

Procedure for Exercise of Option. The Option may be exercised only by (a) execution and delivery by the Optionee Holder to the Corporation Company of an exercise form or forms prescribed by the Committee; and (b) surrender of this Agreement at the principal office of the Company. Each exercise form must set forth the number of whole shares of Common Stock as to for which the Option is exercised, exercised and must be dated and signed by the person exercising the Option and must be accompanied by cash in United States dollars (including checkOption. Subject to the last paragraph of this Section 4, bank draft or money order or cash forwarded through a broker or other agent-sponsored the exercise or financing program), shares of already-owned Common Stock at is not effective until the fair market value of such shares on the date of exercise, or any combination of cash and such shares, in the amount Company receives payment of the full purchase option price for the number of shares of Common Stock as to for which the Option is exercised; provided, however, that any portion of the option price representing a fraction of a share . The Option Price shall be paid to the Company in full in the manner specified in Section 6.6 of the Plan. To the extent the Holder pays the Option Price in whole or in part by shares of already-owned Common Stock, as permitted by the Optionee in cash. The Corporation Plan, the Company shall advise any person exercising the Option in whole or in part with shares of already-owned Common Stock such manner as to the amount of any cash required to be paid to the Corporation Company for any shares representing a fraction of a share, and such person will be required to pay any such cash directly to the Corporation Company before any distribution of certificates representing shares of Common Stock or any issuance of the shares in book-entry form will be made. The person exercising the Option should either (a) execute the form of assignment on the back of the certificate or should deliver an executed Assignment Separate from Certificate with respect to each stock certificate delivered in payment of the option price or (b) execute and deliver Option Price. If any person other than the Holder exercises the Option, the exercise material must include proof satisfactory to the Corporation such forms as the Corporation may require to evidence the payment Company of the option price with shares right of Common Stock previously issued such person to exercise the person in book-entry form. The Option, and the signature on all Assignments Separate from Certificate certificates or stock powers must be guaranteed by a commercial bank or trust company, company or by a firm having membership in the New York Stock Exchange, Inc., the American Stock Exchange, Inc. Inc., or the National Association of Securities Dealers, Inc. or by any other person acceptable to the Corporation’s Transfer Agent. The person exercising the Option may choose to exercise the Option by participating in a broker or other agent-sponsored exercise or financing program. If the person so chooses, the Corporation will deliver only the shares date of the Common Stock acquired pursuant to the exercise of the Option to the broker or other agent, as designated by the person exercising the Option, and will cooperate with all other reasonable procedures of the broker or other agent to permit participation in the sponsored exercise or financing program. Notwithstanding any procedures of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, no exercise of an Option shall be deemed to occur and no shares of the Common Stock will be issued or delivered until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. If a person other than the Optionee exercises the Option, the exercise material must include proof satisfactory to the Corporation of the right of such person to exercise the Option. The exercise material should be hand delivered to the Vice-President, Human Resources at the Corporation, mailed to the Corporation at the address set forth on the cover page of this Agreement, Attention: Vice-President, Human Resources or faxed to the Corporation (412-825-1501), Attention: Vice-President, Human Resources. In the case of hand delivery, the date of exercise is the date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock Option Price are hand delivered. In the case of mailing or fax, the date of exercise is the first date on which the exercise form or forms, proof of right to exercise (if required) and payment of the option price in cash or shares of already-owned Common Stock have been received by the CorporationCompany. For purposes of determining the date of exercise where payment of the option price Option Price is made in shares of already-owned Common Stock, any cash required to be paid to the Corporation Company with respect to a fraction of a share shall not be taken into account in when determining whether payment of the option price Option Price has been made. If exercise is made by mail or fax and the option price is paid in whole or in part with shares of already-owned Common Stock by delivery of certificates evidencing the shares of Common Stock, the executed Assignments Separate from Certificate should be mailed to the Corporation at the same time in a separate envelope from the stock certificates.