Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (ii) through the delivery (or attestation to the ownership) of shares of including Restricted Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods Publicly Traded (as may be required defined herein), by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. For purposes of this Section 7, the Common Stock shall be “Publicly Traded” if the Common Stock subjects the Company to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares attested tothen being purchased to be delivered to the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for Company, (b) if the Option Shares may be made by one or more of the following methods: Company, in its sole discretion, so consents in writing, Common Stock (iincluding restricted stock) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased owned by the Optionee on the open Exercise Date, valued at its fair market or that are beneficially owned by value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be net subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written or electronic notice to the Administrator Company to the attention of the Company’s Treasurer or his or her designee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (ii) subject to the Company’s approval, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Company shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Subject to the Expiration Date terms and conditions of this Stock OptionAgreement, the Optionee Option may give be exercised by delivering written notice to the Stock Plan Administrator of his or her pursuant to procedures prescribed by the Company from time to time. Such notice shall state the election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares in respect of Stock issuable upon exercise which it is being exercised and shall be signed by the largest whole number of shares with a Fair Market Value that does not exceed Participant or such other Person entitled to exercise the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) aboveOption. Payment instruments will Such notice shall be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee accompanied by payment of the full purchase price for of such shares and applicable federal, state, local and foreign withholding taxes, if any. The Participant shall deliver to the Option SharesCompany consideration with a value equal to such purchase price and applicable withholding taxes, if any, payable in whole or in part as set forth abovefollows: (a) cash, check, bank draft, money order or wire transfer payable to the order of the Company, (iib) shares of Common Stock owned by the fulfillment Participant at the time of any other requirements contained herein or in the Plan or exercise and/or (c) in any other agreement or provision form of laws, and (iii) valid consideration that is acceptable to the receipt by the Company Committee in its sole discretion. The value of any agreement, statement share of Common Stock delivered in payment of all or other evidence that the Company may require to satisfy itself that the issuance part of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee or applicable withholding taxes upon the exercise of the Stock Option shall be net the closing sale price of a share of Common Stock on the New York Stock Exchange as reported on the consolidated transaction reporting system on the date the Option shall be exercised or, if such Exchange is not open for trading on such date, on the most recent preceding date on which such Exchange is open for trading. In the event that the Option shall be exercised pursuant to Section 6(c) or 6(d) hereof by any Person or Persons other than the Participant, such notice shall be accompanied by appropriate proof of the Shares attested toright of such Person or Persons to exercise the Option. If the Participant fails to pay the full purchase price of such shares or applicable withholding taxes, then the Option, and right to purchase such shares, may be forfeited by the Participant, in the sole discretion of the Committee. The Option may be exercised in whole or in part to the extent the Option is exercisable in accordance with the terms of this Agreement, but only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued upon exercise of the Option, but the Company will pay, in lieu thereof, the Fair Market Value of such fractional share.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Option may give be exercised by the delivery of written notice to the Administrator of his Committee or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify designated Company representative setting forth the number of shares of Common Stock with respect to which the Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment of , payable to the purchase price for the Option Shares may be made by one or more of the following methodsCompany in full in either: (i) in cashcash or its equivalent, by certified or bank check or other instrument acceptable to the Administrator; (ii) through subject to prior approval by the delivery (or attestation Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the ownership) of shares of Stock total Option Price (provided that the Shares which are tendered must have been purchased held by the Optionee on for at least six (6) months prior to their tender to satisfy the open market Option Price), or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) subject to prior approval by the Optionee delivering Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash total Option Price, or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant subject to which the Company will reduce the number of shares of Stock issuable upon exercise prior approval by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) Committee in its discretion, by a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will Any payment in Shares shall be received effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to collectionapplicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. The transfer A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Optionee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Optionee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Optionee (either directly or through the Company) a stock certificate for the remaining Shares. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the records Optionee, in the name of the Optionee or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. Such delivery shall be effected for all purposes when the Company or of the a stock transfer agent of the Option Shares will be contingent upon (i) Company shall have deposited such certificates in the Company’s receipt from United States mail, addressed to Optionee or other appropriate recipient. If the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses fails to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net for any of the Shares attested tospecified in such notice or fails to accept delivery thereof, then the Option, and right to purchase such Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), . (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this the Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashcash or its equivalent (e.g., by certified or bank check or other instrument acceptable to personal check) at the Administrator; time the Stock Option is exercised, (ii) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares has been held by the Optionee for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in Shares (as described in the preceding clause (ii)), (iv) if there is a public market for the Shares at such time, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to sell Stock obtained upon the exercise of the Stock Option and to deliver promptly deliver to the Company cash or a check payable and acceptable an amount out of the proceeds of such sale equal to the Company to pay aggregate Option Exercise Price Per Share for the option purchase price, Option Shares being purchased; provided that in the event the Optionee chooses to pay the option purchase price Option Exercise Price Per Share 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 Administrator Committee shall prescribe as a condition of such payment procedure; , or (ivv) by through “net settlement” in Shares. In the case of a “net exercisesettlement” arrangement pursuant to which of a Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of shares of Stock issuable Shares issued upon the exercise by the largest whole number of shares with whole Shares that have a Fair Market Value that does not exceed the aggregate exercise price; or (v) Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a combination of (i), (ii), (iii) and (iv) abovecash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of lawsapplicable laws and regulations, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased the Shares pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock such Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares of Stock attested to.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this the Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashcash or its equivalent (e.g., by certified or bank check or other instrument acceptable to personal check) at the Administrator; time the Stock Option is exercised, (ii) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Optionee for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in Shares (as described in the preceding clause (ii)), (iv) if there is a public market for the Shares at such time, through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to sell Stock obtained upon the exercise of the Stock Option and to deliver promptly deliver to the Company cash or a check payable and acceptable an amount out of the proceeds of such sale equal to the Company to pay aggregate Option Exercise Price Per Share for the option purchase price, Option Shares being purchased; provided that in the event the Optionee chooses to pay the option purchase price Option Exercise Price Per Share 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 Administrator Committee shall prescribe as a condition of such payment procedure; , or (ivv) by through “net settlement” in Shares. In the case of a “net exercisesettlement” arrangement pursuant to which of a Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of shares of Stock issuable Shares issued upon the exercise by the largest whole number of shares with whole Shares that have a Fair Market Value that does not exceed the aggregate exercise price; or (v) Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a combination of (i), (ii), (iii) and (iv) abovecash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of lawsapplicable laws and regulations, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased the Shares pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock such Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee An Option granted hereunder which has vested, may exercise this Stock Option only be exercised in whole or in part by delivery to the following manner: Corporation, from time to time on or prior to the Expiration Date time, of this Stock Option, the Optionee may give a written notice to signed by the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Employee, specifying the number of Option Shares that the Employee then desires to be purchased. Payment purchase, together with cash, certified check, or bank draft payable to the order of the purchase price for the Option Shares may be made by one Corporation or more with some other form of the following methods: (i) in cash, by certified or bank check or other instrument payment acceptable to the Administrator; (ii) through Board of Directors of the delivery (or attestation Corporation, for an amount equal to the ownershipExercise Price of such Option Shares. Employee may make payment of all or a portion of the Exercise Price in installments over a period of not more than three (3) of shares of Stock that have been purchased by years and in such event, the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering Employee shall deliver a promissory note, in form satisfactory to the Company Corporation for the deferred portion of the Exercise Price secured by a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver pledge, also in form satisfactory to the Company cash or a check payable and acceptable to the Company to pay the option purchase priceCorporation, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will purchased by such exercise of Option. This pledge shall provide that any sale by pledgee shall be contingent upon (i) the Company’s receipt from the Optionee conducted in a manner as to not give rise to any of the full purchase price liability for the Option Sharespledgor under Section 16 of the Exchange Act. Employee may pay all or a portion of the Exercise Price, as set forth above, (ii) and/or the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant tax withholding liability with respect to the exercise of Stock Options under the Plan and any subsequent resale Option either by surrendering shares of stock already owned by Employee or by withholding Option Shares, provided that the Board of Directors of the shares Corporation determines that the fair market value of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred such surrendered stock or withheld Option Shares is equal to the Optionee upon corresponding portion of such Exercise Price and/or tax withholding liability, as the exercise of the Stock Option shall case may be, to be net of the Shares attested topaid for therewith.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from From time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give exercise this Stock Option by giving written notice to the Administrator of his or her the Optionee’s election to purchase some or all of the Option Shares purchasable exercisable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price Option Exercise Price for the Option Shares may be made by one or more of the following methods: (i) in cash, cash or by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase priceOption Exercise Price, provided that in the event the Optionee chooses to pay the option purchase price Option Exercise 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 Administrator shall prescribe as a condition of such payment procedure; (iv) with the consent of the Administrator, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise priceOption Exercise Price (and the Optionee shall make a cash payment equal to the difference between the Fair Market Value of such shares and the Option Exercise Price); or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price Option Exercise Price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price Option Exercise Price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (iiincluding Restricted Stock) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required no longer Nonpublicly Traded, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option with an Option Price equal to the value of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. For example, if 250 shares of Restricted Stock valued at $2.00 per share are used to purchase 500 Optioned Shares at an Option Price of $1.00 per share, all 500 Optioned Shares shall be Restricted Stock. Subject to Section 3.c. hereof, Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce Committee setting forth the number of shares of Common Stock issuable upon with respect to which the Stock Option is to be exercised, the date of exercise by thereof (the largest whole number of shares “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer value equal to the Optionee on the records of the Company or of the transfer agent of the total Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale Price of the shares of Stock will to be purchased, payable in compliance with applicable laws and regulationsany manner permitted by the Plan. In the event the Optionee chooses to pay the purchase price by previously-owned that shares of Restricted Stock through are tendered as consideration for the attestation methodexercise of a Stock Option, the a number of shares of Common Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares of Stock attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the "EXERCISE DATE") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (iiincluding Restricted Stock and Callable Shares) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required no longer Nonpublicly Traded, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares to the broker as collateral for a loan from the broker and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock or Callable Shares are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option with an Option Price equal to the value of Restricted Stock or Callable Shares used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock or Callable Shares so tendered. For example, if 250 shares of Restricted Stock valued at $2.00 per share are used to purchase 500 Optioned Shares at an Option Price of $1.00 per share, all 500 Optioned Shares shall be Restricted Stock. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant's Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited at the election, and in the sole discretion, of the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (iiincluding Restricted Stock) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any restrictions under any time following an IPO, (c) if the Company plan and that otherwise satisfy any holding periods as may be required has completed an IPO, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may Each exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at shall be by means of a written notice of exercise delivered to the time of such notice. This notice shall specify Company, specifying the number of Option Shares shares to be purchased. Payment purchased and accompanied by payment to the Company of the purchase full purchased price for the Option Shares may be made by one or more of the following methods: shares to be purchased solely (i) in cashcash or by check payable to the order of the Company, (ii) by certified delivery of shares of Common Stock of the Company already owned by, and in the possession of, the Optionee, valued at their fair market value, as determined in accordance with Section 4, or bank check (iii) (x) by a promissory note made by Optionee in favor of the Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other instrument acceptable property, or (y) through a "cashless exercise," in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the Administratorexercise price of this Option shall be valued at their fair market value determined (in accordance with Section 4 hereof) on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased extent permitted by the Optionee on the open market Committee or that are beneficially owned by the Optionee and are not then subject terms of this Agreement, Optionee's spouse if such spouse obtained the Option pursuant to any restrictions under any Company plan and that otherwise satisfy any holding periods a qualified domestic relations ordered as may be required defined by the AdministratorCode of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder ("Qualified Domestic Relations Order"); (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) after the receipt Optionee's death by his or her transferees by will or the Company laws of any agreement, statement descent or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested todistribution.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Administrator may exercise this Stock Option only in the following manner: from time to time on or prior adopt, the Stock Option may be exercised by the delivery of the Exercise Notice to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Exercise Price of the Shares to be purchased. Payment , payable as follows: cash, cashier’s check, or certified check payable to the order of the purchase price Company. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Option Optioned Shares may then being purchased to be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable delivered to the Administrator; (ii) through the delivery Participant (or attestation to the ownershipperson exercising the Participant’s Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 deliver Shares shall, however, be subject to the option purchase price, provided condition that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which if at any time the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or shall determine in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence its discretion that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodlisting, the number of shares of Stock transferred to the Optionee upon the exercise registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall be net have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Participant fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be purchasedexercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. Payment On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the purchase price for shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the Option Shares may be made by one or more order of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (iiincluding Restricted Stock) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any restrictions under any time following an IPO, (c) if the Company plan and that otherwise satisfy any holding periods as may be required has completed an IPO, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through in the delivery (or attestation to the ownership) form of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required have been held by the AdministratorOptionee for at least six months; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following mannermanners: from time to time time, on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at by means of (i) a written notice to the time Administrator or (ii) an electronic notice to the Administrator or other authorized representative of the Company (including a third-party administrator or broker designated by the Company). Whether written or electronic, such notice. This notice shall specify the number of Option Shares to be purchasedpurchased and shall be in a form approved by the Administrator. Payment of the purchase price Option Exercise Price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been “paid for” and beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase priceOption Exercise Price, provided that in the event the Optionee chooses to pay the option purchase price Option Exercise 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price Option Exercise Price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the The Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashcash or its equivalent (e.g., by certified or bank check or other instrument acceptable to personal check) at the Administratortime the Stock Option is exercised; (ii) through the delivery (or attestation in Shares having a Fair Market Value equal to the ownership) of shares of Stock aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Board; provided, that such Shares have been purchased held by the Optionee on the open market for no less than six months (or that are beneficially owned such other period as established from time to time by the Optionee and are not then subject Board in order to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratoravoid adverse accounting treatment applying generally accepted accounting principles); (iii) by partly in cash and partly in Shares (as described in the Optionee delivering to preceding clause (ii)); (iv) if there is a public market for the Company a properly executed exercise notice together with Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Stock Option and to deliver promptly deliver to the Company cash or a check payable and acceptable an amount out of the proceeds of such sale equal to the Company to pay aggregate Option Exercise Price Per Share for the option purchase priceOption Shares being purchased, provided that in the event the Optionee chooses to pay the option purchase price Option Exercise Price Per Share 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 Administrator Board shall prescribe as a condition of such payment procedure; or (ivv) by through “net settlement” in Shares. In the case of a “net exercisesettlement” arrangement pursuant to which of the Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of shares of Stock issuable Shares issued upon the exercise by the largest whole number of shares with whole Shares that have a Fair Market Value that does not exceed the aggregate exercise price; or (v) Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a combination of (i), (ii), (iii) and (iv) abovecash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other applicable agreement or provision of lawsapplicable laws and regulations, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased the Shares pursuant to the exercise of the Stock Options under the Plan Option and any subsequent resale of the shares of Stock such Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through by the delivery Optionee delivering (or attestation attesting to the ownershipownership of) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned have been held by the Optionee for at least six months and that are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through by the delivery Optionee delivering (or attestation attesting to the ownershipownership of) of shares of Stock (A) that have been purchased by the Optionee on the open market or (B) that are beneficially owned have been held by the Optionee for at least six months (or such shorter or longer period as may be determined by the Administrator) and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The delivery of certificates representing (or transfer to the Optionee on the records of the Company or of the its transfer agent of of) the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-previously owned shares of Stock through the attestation method, the number of shares of Stock delivered or transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to the foregoing, the Option may exercise this Stock Option only be exercised in the following manner: whole or in part from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give by serving written notice of exercise on the Company at its principal office within the Option period. The notice shall state the number of Shares as to which the Administrator of his or her election to purchase some or all Option is being exercised and shall be accompanied by payment in full of the Option Shares purchasable at Exercise Price for all shares designated in the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase exercise price for the Option Shares may shall be made by one or more of the following methods: (i) in cashcash (including bank check, by certified or bank personal check or other instrument acceptable money order payable to the Administrator; Company), (ii) through with the delivery approval of the Company (or attestation which may be given in its sole discretion), by delivering to the ownership) of Company for cancellation shares of the Company’s Common Stock that have been purchased by the Optionee on the open market or that are beneficially already owned by the Optionee and are not then subject Option Holder having a Fair Market Value (as defined in the Plan) as of the date of exercise equal to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the full Option Exercise Price for all of the Shares being acquired or the portion thereof being paid by the Administrator; tendering such shares, (iii) with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder, by delivering to the Optionee Company the full Option Exercise Price for all of the Shares being acquired in a combination of cash and Option Holder’s full recourse liability promissory note with a principal amount not to exceed eighty percent (80%) of the exercise price and a term not to exceed five (5) years, which promissory note shall provide for interest on the unpaid balance thereof which at all times is not less than the minimum rate required to avoid the imputation of income, original issue discount or a below-market rate loan pursuant to Sections 483, 1274 or 7872 of the Code or any successor provisions thereto or (iv) with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder, by 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 option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so providedcombination of cash, the Optionee Option Holder’s promissory note and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a an aggregate Fair Market Value that does not exceed the aggregate exercise price; or (v) and a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer principal amount equal to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price Exercise Price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net all of the Shares attested tobeing acquired.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be the day upon which such notice is given in accordance herewith. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Optioned Shares are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required other than Nonpublicly Traded, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to pay be delivered to the option purchase price, provided that Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office as soon as practicable (but in no case more than three (3) days) after the Optionee chooses Exercise Date in order to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant permit timely sales under applicable exchange rules or to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collectionpermit timely participation in any liquidity event. The transfer to the Optionee on the records obligation of the Company or to deliver shares of Common Stock shall, however, be subject to the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of condition that if at any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by time the Company of any agreement, statement or other evidence shall determine in its discretion that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodlisting, the number of shares of Stock transferred to the Optionee upon the exercise registration, or qualification of the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall be net have been effected or obtained free of any conditions not reasonably acceptable to the Shares attested toCommittee.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Vested Option Shares purchasable at the time of such notice. This , which this notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares to be purchased may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (iib) through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee for at least six (6) months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may were not used in a “stock swap” within the six (6) months preceding the option exercise, such surrendered shares to be required by valued at the Administratorclosing price of the Common Stock on the principal exchange on which the Common Stock is listed on the date the Company receives the exercise notice; (iiic) by 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 option purchase price, ; provided that in the event the Optionee chooses to pay the option purchase price as so providedprovided in this subsection (c), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Company shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (vd) with the consent of the Company, a combination of (ia), (ii), (iiib) and (ivc) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment satisfaction of any other requirements contained herein or in the Plan or in any other agreement or provision of lawssection 10 hereof, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates for Option Shares may be issued in the Stock name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee’s estate. The Optionee shall not have the rights of a stockholder with respect to any Option Shares prior to his acquisition of such Option Shares upon the exercise of this Option. Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through in the delivery (or attestation to the ownership) form of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required have been held by the AdministratorOptionee for at least six months; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Share Option, the Optionee may give written notice to the Administrator of his or her Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock Ordinary Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) if permitted by the Administrator, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock Ordinary Shares issuable upon exercise by the largest whole number of shares Ordinary Shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of lawslaw, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Ordinary Shares to be purchased pursuant to the exercise of Stock Share Options under the Plan and any subsequent resale of the shares of Stock Ordinary Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock Ordinary Shares through the attestation method, the number of shares of Stock Ordinary Shares transferred to the Optionee upon the exercise of the Stock Share Option shall be net of the Ordinary Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. In addition, to the extent that (1) this Stock Option remains outstanding and has not been exercised by the Optionee and (2) the Fair Market Value of the Stock exceeds the exercise price of the Stock Option by at least one percent, then this Stock Option shall automatically be exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in (iv), above. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. A sample exercise notice is attached as Exhibit A. Payment of the purchase price for the Option Shares may be made by one or more of the following methodsmethods as permitted in the sole discretion of the Administrator: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may (or other person entitled to exercise this the Option) shall purchase shares of Common Stock Option only in subject hereto by the following manner: from time to time on or prior payment to the Expiration Date Company of this Stock Option, the Optionee may give Option Price in full. This Option is to be exercised by written notice to the Administrator Company stating the full number of his shares to be purchased and the time of delivery thereof, which shall be at least 15 days after the giving of notice unless an earlier date shall have been agreed upon between Optionee (or her election other person entitled to purchase some exercise the Option) and the Company. At such time, the Company shall, without transfer or all issue tax to the Optionee (or other person entitled to exercise the Option), deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Shares purchasable Price therefor in full for the number of shares to be delivered; provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law. Payment of the Option Price shall be made in cash either by a certified or official bank check. Notwithstanding the foregoing, provided that at the time of such notice. This notice shall specify exercise the number of Option Shares to be purchased. Payment Common Stock is publicly traded, payment in whole or in part of the purchase price for the Option Shares Price may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of unrestricted shares of Common Stock that have been purchased by the Optionee on the open market or that which are beneficially already owned by the Optionee free and are not then subject to clear of any restrictions under liens, claims, encumbrances or security interests, based upon the Fair Market Value (as defined in the Plan) of the Common Stock on the date the Option is exercised. No shares of Common Stock shall be issued until full payment therefor has been made and any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; tax withholding obligations have been satisfied (iii) by in accordance with Section 10(d)). If the Optionee delivering (or other persons entitled to exercise the Company Option) fails to accept a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash delivery of, or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements for all or any part of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares specified in such notice upon tender or delivery thereof, the right to exercise the Option with respect to such undelivered shares shall be thereupon terminated. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock issuable upon exercise is publicly traded, payment in whole or in part of the Option Price may be made pursuant to a program developed under Regulation T as promulgated by the largest whole number Federal Reserve Board that, prior to the issuance of shares with a Fair Market Value that does not exceed Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer price to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested tosales proceeds.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock Stock, valued at Fair Market Value on the exercise date, that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months, and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required plan, if permitted by the AdministratorAdministrator in its discretion; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant the Optionee delivering to which the Company will reduce a promissory note if the number Board of shares Directors has expressly authorized the loan of funds to the Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock issuable upon Option, provided that at least so much of the exercise by price as represents the largest whole number par value of shares the Stock shall be paid other than with a Fair Market Value that does not exceed the aggregate exercise pricepromissory note; or (v) with the consent of the Administrator, a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of this Stock Options Option under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the an Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodmethod described in clause (ii) of the preceding paragraph, the number of shares of Stock transferred to the Optionee upon the exercise of the this Stock Option shall be net of the Shares number of shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Share Option, the Optionee may give written notice to the Administrator of his or her Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the aggregate Option Shares Exercise Price per Share may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock Ordinary Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase priceaggregate Option Exercise Price per Share, provided that in the event the Optionee chooses to pay the option purchase price aggregate Option Exercise Price per Share 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 Administrator shall prescribe as a condition of such payment procedure; (iv) if permitted by the Administrator, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock Ordinary Shares issuable upon exercise by the largest whole number of shares Ordinary Shares with a Fair Market Value that does not exceed the aggregate exercise priceOption Exercise Price per Share; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the aggregate Option SharesExercise Price per Share, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of lawslaw, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Ordinary Shares to be purchased pursuant to the exercise of Stock Share Options under the Plan and any subsequent resale of the shares of Stock Ordinary Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price aggregate Option Exercise Price per Share by previously-owned shares of Stock Ordinary Shares through the attestation method, the number of shares of Stock Ordinary Shares transferred to the Optionee upon the exercise of the Stock Share Option shall be net of the Ordinary Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least two (2) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (iib) through if the delivery (or attestation to the ownership) of shares of Company, in its sole discretion, so consents in writing, Common Stock that have been purchased owned by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase priceExercise Date, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a valued at its Fair Market Value that does on the Exercise Date, and which the Optionee has not exceed acquired from the aggregate exercise price; or Company within six (v6) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer months prior to the Optionee on Exercise Date; (c) if the records of Company, in its sole discretion, so consents in writing, having the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt retain from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Common Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee otherwise issuable upon the exercise of the Stock Option shall be net a number of shares of Common Stock having a value (determined pursuant to rules established by the Company in its discretion) equal to the total Option Price of the shares to be purchased (a “net exercise”); and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the Optionee, the Company shall cause the Common Stock then being purchased to be registered in the Optionee’s name (or such person as designated in writing by the personal representative of the Optionee’s estate in the event of the Optionee’s death) promptly after the Exercise Date, unless the Optionee, or such other person, requests, in writing, delivery of the certificates for the Common Stock in accordance with the procedures established by the Committee, which procedures shall apply to this Award unless otherwise provided by the Committee. The obligation of the Company to register or deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. Subject to Section 8, below, if the Optionee fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. (a) The Optionee Subject to the Plan and this Agreement, the Vested Portion of this Option may exercise this Stock Option only in the following manner: be exercised from time to time on time, in whole or prior in part, but not as to less than 1,000 shares of Stock (unless the remaining shares then constituting the Vested Portion of this Option is less than 1,000 shares of Stock) at any time, by delivery to the Expiration Date Company at its principal office of this Stock Optiona stock option exercise notice, substantially in the form attached hereto as Exhibit A(the “Notice”), which need not be the same for each Participant, stating the number of Shares being purchased, the Optionee restrictions imposed on the Shares purchased hereunder, if any, and such representations and agreements regarding the Participant’s investment intent and access to information and other matters, if any, as may give written notice be required or desirable by the Company to comply with applicable securities laws. The Notice must be duly executed by Participant and be accompanied by payment in cash, or by check payable to the Company, in full for the Exercise Price for the number of Shares being purchased. Alternatively, but only if the Administrator of his or her election to purchase some or all of the Option Shares purchasable authorizes at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made exercise at its sole discretion, and where permitted by one or more of the following methods: law (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) surrender of shares of Stock of the Company that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant for more than six (6) months or lesser period if the surrender of Shares is otherwise exempt from Section 16 of the Exchange Act and are not then subject if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to any restrictions under any Company plan and that otherwise satisfy any holding periods such shares, (ii) by forfeiture of Shares equal to the value of the exercise price pursuant to a “deemed net-stock exercise” as may be required by provided for in the Administrator; Plan, (iii) by broker sale by following the Optionee delivering to required instructions therefore including as so authorized by the Company a properly executed exercise notice together with irrevocable Administrator and its sole discretion instructions to a broker to deliver promptly deliver to the Company cash the amount of sale or a check payable and acceptable to the Company loan proceeds necessary to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase exercise price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements amount of indemnity and any required tax or other agreements as the Administrator shall prescribe as a condition of such payment procedure; withholding obligations, or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a any combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records foregoing methods of the Company payment or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein consideration or in the Plan or in any other agreement or provision method of laws, and (iii) the receipt by the Company payment. Participant may exercise this Vested Portion of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock this Option shall be net of the Shares attested tofor only for whole Shares.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Board or the Committee may exercise this Stock Option only in the following manner: from time to time on or prior adopt, this Stock Option may be exercised by the delivery to the Expiration Date Company of this Stock Option, the Optionee may give (i) written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised and the date of exercise thereof (the “Exercise Date”), which shall be at least three (3) days after giving such notice, unless an earlier time shall have been mutually agreed upon; and (ii) consideration with a value equal to the total Option Exercise Price for the shares to be purchased. Payment , payable as follows: (a) cash, certified check, bank draft, or money order payable to the order of the purchase price for Company, (b) Common Stock (including Restricted Stock), valued at its Fair Market Value on the Option Shares may be made Exercise Date, (c) by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownershipincluding by FAX) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion; provided that, with respect to pay a cashless exercise of the option purchase priceStock Option (in accordance with clause (c) above), provided that in the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay exercise of the option purchase price as so providedStock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be net subject to the same restrictions as the Restricted Stock so submitted. Upon payment of all amounts due from the Optionee, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) at its principal business office (or other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Optionee’s right to purchase such Optioned Shares may be terminated by the Company.

Manner of Exercise. (a) The Optionee may (or other person entitled to exercise this the Option) shall purchase shares of Common Stock Option only in subject hereto by the following manner: from time to time on or prior payment to the Expiration Date Company of this Stock Option, the Optionee may give Option Price in full. This Option is to be exercised by written notice to the Administrator Company stating the full number of his shares to be purchased and the time of delivery thereof, which shall be at least 15 days after the giving of notice unless an earlier date shall have been agreed upon between Optionee (or her election other person entitled to purchase some exercise the Option) and the Company. At such time, the Company shall, without transfer or all issue tax to the Optionee (or other person entitled to exercise the Option), deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Shares purchasable at Price therefor in full for the number of shares to be delivered; provided, however, that the time of delivery may be postponed by the Company for such notice. This notice shall specify the number period as may be required for it to comply with reasonable diligence with any requirements of Option Shares to be purchasedlaw. Payment of the purchase price for Option Price shall be made in cash either by a certified or official bank check; provided, however, that during the 60-day period from and after a Change of Control the Optionee (unless the Optionee initiated a Change of Control in a capacity other than as an officer or director of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), shall have the right, in lieu of the payment of the full Option Price of the shares of the Common Stock being purchased under the Option, by forwarding written notice to the Company, to elect (within such 60-day period) to surrender all or part of the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions and to a broker to promptly deliver receive in cash an amount equal to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) amount by a “net exercise” arrangement pursuant to which the Company will reduce fair market value per share of Common Stock on the date of exercise shall exceed the Option Price per share under the Option multiplied by the number of shares of Common Stock issuable upon exercise granted under the Option as to which the right granted by this proviso shall have been exercised. The written notice provided by the largest whole number of Optionee shall specify the Optionee’s election to purchase shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collectionthis Option or to receive the cash payment herein provided. The transfer to Notwithstanding the Optionee on the records of the Company foregoing, payment in whole or of the transfer agent in part of the Option Shares will Price may be contingent upon (i) the Company’s receipt from made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any liens, claims, encumbrances or security interests, based upon the fair market value (as defined in the Plan) of the full purchase price for Common Stock on the date the Option Shares, as set forth above, is exercised. No shares of Common Stock shall be issued until full payment therefor has been made. If the Optionee (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that persons entitled to exercise the Company may require Option) fails to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses accept a delivery of, or to pay the purchase price by previously-owned shares for all or any part of Stock through the attestation method, the number of shares of Stock transferred specified in such notice upon tender or delivery thereof, the right to exercise the Optionee upon the exercise of the Stock Option with respect to such undelivered shares shall be net of the Shares attested tothereupon terminated.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option(as defined below), the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashcash or its equivalent (e.g., by certified or bank check or other instrument acceptable to personal check) at the Administratortime the Stock Option is exercised; (ii) through the delivery (or attestation in Shares having a Fair Market Value equal to the ownership) of shares of Stock aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Board; provided, that such Shares have been purchased held by the Optionee on the open market for no less than six months (or that are beneficially owned such other period as established from time to time by the Optionee and are not then subject Board in order to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratoravoid adverse accounting treatment applying generally accepted accounting principles); (iii) by partly in cash and partly in Shares (as described in the Optionee delivering to preceding clause (ii)); (iv) if there is a public market for the Company a properly executed exercise notice together with Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Stock Option and to deliver promptly deliver to the Company cash or a check payable and acceptable an amount out of the proceeds of such sale equal to the Company to pay aggregate Option Exercise Price Per Share for the option purchase priceOption Shares being purchased, provided that in the event the Optionee chooses to pay the option purchase price Option Exercise Price Per Share 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 Administrator Board shall prescribe as a condition of such payment procedure; or (ivv) by through “net settlement” in Shares. In the case of a “net exercisesettlement” arrangement pursuant to which of the Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of shares of Stock issuable Shares issued upon the exercise by the largest whole number of shares with whole Shares that have a Fair Market Value that does not exceed the aggregate exercise price; or (v) Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a combination of (i), (ii), (iii) and (iv) abovecash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other applicable agreement or provision of lawsapplicable laws and regulations, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased the Shares pursuant to the exercise of the Stock Options under the Plan Option and any subsequent resale of the shares of Stock such Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option Stock Option purchase price, provided that in the event the Optionee chooses to pay the option Stock Option 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 Administrator Committee shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (viii) a at the discretion of the Committee by any combination of (i), (ii), (iii) and (ivii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may Each exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at shall be by means of a written notice of exercise delivered to the time of such notice. This notice shall specify Company, specifying the number of Option Shares shares to be purchased. Payment purchased and accompanied by payment to the Company of the purchase full purchased price for the Option Shares may be made by one or more of the following methods: shares to be purchased solely (i) in cashcash or by check payable to the order of the Company, (ii) by certified delivery of shares of Common Stock of the Company already owned by, and in the possession of, the Optionee, valued at their fair market value, as determined in accordance with Section 4, or bank check (iii) (x) by a promissory note made by Optionee in favor of the Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other instrument acceptable property, or (y) through a “cashless exercise,” in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the Administratorexercise price of this Option shall be valued at their fair market value determined (in accordance with Section 4 hereof) on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (a) one hundred (100) shares or (b) the total number of shares then eligible for exercise, if less than one hundred (100) shares. The Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased extent permitted by the Optionee on the open market Committee or that are beneficially owned by the Optionee and are not then subject terms of this Agreement, Optionee’s spouse if such spouse obtained the Option pursuant to any restrictions under any Company plan and that otherwise satisfy any holding periods a qualified domestic relations ordered as may be required defined by the AdministratorCode of Title I of Employment Retirement Income Security Act of 1974 as amended, or the rules thereunder (“Qualified Domestic Relations Order”); (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) after the receipt Optionee’s death by his or her transferees by will or the Company laws of any agreement, statement descent or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested todistribution.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” exercise arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; , or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her its election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This Said notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i1) in cash, by certified or bank check or other instrument acceptable to the AdministratorBoard of Directors of the Company; or (ii2) through in the delivery (or attestation to the ownership) form of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by (subject to the Administratordiscretion of the Board of Directors of the Company); or (iii3) by 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 option purchase price, ; provided that in the event the Optionee chooses to pay the option 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 Administrator Board of Directors of the Company shall prescribe prescribe, if any, as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price for the Option Sharespayment therefor, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that as the Company may require to satisfy to itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates for shares may be issued in the name of the Optionee jointly with another person, and the foregoing representations shall be modified accordingly. Notwithstanding any other provision hereof, no portion of this Stock Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment Unless otherwise elected by the Optionee and approved by the Committee, payment of the purchase price for the Option Shares may shall be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure. If elected by the Optionee and approved by the Committee, whole or partial payment may be made by one or more of the following methods: (A) in cash, by certified or bank check or other instrument acceptable to the Committee; (ivB) by a “net exercise” arrangement pursuant through the delivery (or attestation to which the Company will reduce the number ownership) of shares of Stock issuable upon exercise that have been purchased by the largest whole number of shares with a Fair Market Value Optionee on the open market or that does have been beneficially owned by the Optionee for at least six (6) months and are not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) abovethen subject to any restrictions under any Company plan. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options Option under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; or (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested toShares.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in granted hereunder shall be exercised by delivering to the following manner: Company from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at within the time of such notice. This limits specified in Paragraph 3 hereof a notice shall specify specifying the number of Option Shares shares the Optionee then desires to be purchased. Payment of purchase (and with respect to which the purchase price for Optionee has acquired the Option Shares may be made by one or more of the following methodsright to purchase, as described in Paragraph 3(a) above), together with either: (i) a cashier's check payable in cash, by certified or bank United States currency (unless a personal check or other instrument shall be acceptable to the AdministratorCompany) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) through with the delivery prior consent of the Committee, and upon receipt of all regulatory approvals, certificate for Common Stock of the Company, valued at the Fair Market Value (or attestation to determined as provided in the ownershipPlan) of shares such Common Stock on the date of Stock that have been purchased exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by the Optionee as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state securities laws or any requirement of any national securities exchange or market system on which such stock may be traded. As soon as practicable after any such exercise of the open market Option in whole or that are beneficially owned in part by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to Optionee, the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly will deliver to the Company cash or Optionee at Optionee's address, as set forth below, a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce certificate for the number of shares of Stock issuable upon exercise by with respect to which the largest whole number of shares with a Fair Market Value that does not exceed Option shall have been so exercised, issued in the aggregate exercise price; or (v) a combination of (i)Optionee's name. Such stock certificate shall carry such appropriate legend, (ii), (iii) and (iv) above. Payment instruments will such written instructions shall be received subject to collection. The transfer given to the Optionee on Company's transfer agent, as may be deemed necessary or advisable by counsel for the records Company to satisfy the requirements of the Company Act or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested tostate securities law.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This Said notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i1) in cash, by certified or bank check or other instrument acceptable to the AdministratorBoard of Directors of the Company; or (ii2) through in the delivery (or attestation to the ownership) form of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by (subject to the Administratordiscretion of the Board of Directors of the Company); or (iii3) by 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 option purchase price, ; provided that in the event the Optionee chooses to pay the option 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 Administrator Board of Directors of the Company shall prescribe prescribe, if any, as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price for the Option Sharespayment therefor, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that as the Company may require to satisfy to itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates for shares may be issued in the name of the Optionee jointly with another person, or in the name of the executor or administrator of the Optionee's estate. Notwithstanding any other provision hereof, no portion of this Stock Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from From time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such noticeShares. This Such notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashcash or its equivalent (e.g., by certified or bank check or other instrument acceptable to personal check) at the Administratortime the Stock Option is exercised; (ii) through the delivery in Shares having a Fair Market Value (or attestation as defined below) equal to the ownership) aggregate Option Price for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Company’s Board of shares of Stock Directors or its duly authorized committee (in either case, the “Board”); provided, that such Shares have been purchased held by the Optionee on the open market for no less than six months (or that are beneficially owned such other period as established from time to time by the Optionee and are not then subject Board in order to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratoravoid adverse accounting treatment applying generally accepted accounting principles); (iii) by partly in cash and partly in Shares (as described in the Optionee delivering to preceding clause (ii)); (iv) if there is a public market for the Company a properly executed exercise notice together with Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Stock Option and to deliver promptly deliver to the Company cash or a check payable and acceptable an amount out of the proceeds of such sale equal to the Company to pay aggregate Option Price for the option purchase priceOption Shares being purchased, provided that in the event the Optionee chooses to pay the option purchase price Option 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 Administrator Board shall prescribe as a condition of such payment procedure; or (ivv) by through “net settlement” in Shares. In the case of a “net exercisesettlement” arrangement pursuant to which of the Stock Option, the Company will not require a cash payment of the Option Price for the Option Shares being purchased, but will reduce the number of shares of Stock issuable Shares issued upon the exercise by the largest whole number of shares with whole Shares that have a Fair Market Value that does not exceed the aggregate exercise price; or (v) Option Price for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a combination of (i), (ii), (iii) and (iv) abovecash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other applicable agreement or provision of lawsapplicable laws and regulations, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased the Shares pursuant to the exercise of the Stock Options under the Plan Option and any subsequent resale of the shares of Stock such Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee To the extent this Option is exercisable, it may exercise this Stock Option only be exercised in the following manner: from From time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator Company of his or her the Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such noticethen vested hereunder. This Said notice shall specify the number of Option Shares shares to be purchasedpurchased and shall be accompanied by payment therefor in cash or in shares of Common Stock, valued at their fair market value on the date of exercise determined in good faith by the Board of Directors or a committee thereof. Payment of If Common Stock is publicly traded, the purchase price for Committee, in its discretion, may also permit you to pay the Option Shares may be made Price in cash by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with copy of irrevocable instructions to a broker to deliver promptly deliver to the Company cash an amount of sale or a check payable and acceptable loan proceeds. No certificates for the shares so purchased shall be issued to the Optionee until the Company has completed all steps required by law or under the Articles of Incorporation of the Company to pay be taken in connection with the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee issuance and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records sale of the Company or shares, including without limitation, if said shares have not been registered under the Securities Act of the transfer agent 1933, as amended, receipt of the Option Shares will be contingent upon (i) the Company’s receipt a representation from the Optionee upon each exercise of this Option that he is purchasing the full purchase price shares for the Option Shareshis own account and not with a view to any resale or distribution thereof, as set forth above, (ii) the fulfillment legending of any other requirements contained herein or in the Plan or in any other agreement or provision of lawscertificate representing said shares, and (iii) the receipt by the Company imposition of any agreement, statement a stop transfer order with respect thereto to prevent a resale or other evidence that the Company may require to satisfy itself that the issuance distribution in violation of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulationsFederal or State securities law. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates may be issued in the Stock Option name of the Optionee jointly with another person with rights of survivorship or in the name of the executor or administrator of his estate, and the foregoing representations shall be net of the Shares attested tomodified accordingly.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the ------------------ following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company's Option Committee (the "Committee") of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (iib) through in the delivery (or attestation to the ownership) form of shares of Stock Common Stock, par value $0.01 per share, of the Company that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required have been held by the AdministratorOptionee for at least six (6) months; (iiic) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (vd) a combination of (ia), (ii), (iiib) and (ivc) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates for shares may be issued in the Stock name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee's estate. Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) with the prior consent of the Administrator, by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above, provided that if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (a “Section 16 Optionee”), the Section 16 Optionee shall have the right to pay the purchase price for the Option Shares by net exercise as described in (iv) above without further approval by the Company. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.and

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for Company, (b) if the Option Shares may be made by one or more of the following methods: Company, in its sole discretion, so consents in writing, Common Stock (iincluding Restricted Stock) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been “paid for” and beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Subject to the Expiration Date terms and conditions of this Stock OptionAgreement, the Optionee may give written notice this option shall be exercised in whole or in part by delivering to the Administrator Company at its principal place of his or her business a written notice, signed by the person entitled to exercise the option, of the election to purchase some or all of exercise the Option Shares purchasable at the time of such notice. This notice shall specify option and stating the number of Option Shares shares to be purchased. Such notice shall, as an essential part, be accompanied by the payment of the full option exercise price of the shares then to be purchased, except as provided below. Payment of the purchase full option exercise price for the Option Shares may be made by one or more made, at the election of the following methods: Participant, in (ia) in cash, by certified (b) common stock of the Company, or bank check or other instrument acceptable to the Administrator; (iic) through the delivery (or attestation to the ownership) any combination of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 common stock of the Company. A Participant using common stock of the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price of shares being purchased may do so either by actual delivery of share certificate(s) for such common stock or by attesting as so provided, to the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition ownership of such common stock. Shares of common stock used in payment procedure; (iv) by a “net of the purchase price shall be valued at their closing price on the New York Stock Exchange on the trading day immediately preceding the date of exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company Participant may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses elect to pay the purchase price upon the exercise of this option by previously-owned authorizing a third party to sell all the shares (or a sufficient portion of Stock through the attestation method, the number of shares of Stock transferred to the Optionee shares) acquired upon the exercise of the Stock Option option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise. Upon the proper exercise of this option, the Company shall issue in the name of the person exercising the option, and deliver to such person, a certificate or certificates for the shares purchased, provided that if any applicable law or regulation requires the Company to take any action with respect to the shares specified in such notice before the issuance of such shares, the date of delivery of the shares shall be net extended for the period necessary to take such action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or otherwise in respect of any of the Shares attested tooption shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to pay in cash, within the time period specified by the Company, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company deems appropriate.

Manner of Exercise. (a) The An Option may be exercised by an Optionee may exercise this Stock Option only in the following manner: whole or in part from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give by delivery, in person or through certified or registered mail, of written notice of exercise to the Administrator of his or her election to purchase some or all of the Option Shares purchasable Company at the time of such noticeits principal executive office (Attention: Secretary). This notice shall specify the particular Option (or portion thereof) that is being exercised and the number of Shares with respect to which the Option Shares to be purchasedis being exercised. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Common Stock that have been previously purchased by the Optionee on the open market or that are and have been beneficially owned by the Optionee for at least six months (or for such other period of time as may be required by generally exercised accounting principles), and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise priceplan; or (viii) a combination of (i), (ii), (iii) and (ivii) above. Payment instruments instruments, if permitted by the Committee in its sole discretion, will be received subject to collection. The transfer to delivery of certificates representing the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Common Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Common Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Common Stock through the attestation method, the number of shares of Common Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares shares attested to.

Manner of Exercise. (a) The Optionee may exercise this the Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares (the “Option Purchase Price”) may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase priceOption Purchase Price, provided that that, in the event that the Optionee chooses to pay the option purchase price Option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value (as defined in the Plan) that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option SharesPurchase Price, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price Option Purchase Price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 Administrator to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with all applicable laws laws, regulations and regulationsCompany policies. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior Participant may, subject to the Expiration Date limitations in this Agreement and the Plan, exercise all or any portion of this Stock the Option that has vested. In order to exercise the Option, the Optionee may give Participant shall deliver to the Company a written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify specifying the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made , accompanied by one or more of the following methods: (i) payment in cash, by certified or bank check or other instrument acceptable full of the entire Option Price with respect to such Option Shares and an amount at least equal to the Administrator; aggregate minimum taxes which the Company is obligated to withhold and deposit on behalf of the Participant, with respect to such exercise (the “Withholding Obligation”) or (ii) through the (x) delivery (or attestation of an irrevocable and unconditional undertaking by a creditworthy broker to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering deliver promptly to the Company sufficient funds to pay in full the Option Price with respect to such Option Shares and the Withholding Obligation or (y) delivery by the Participant to the Company of a properly executed exercise notice together with copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly deliver to the Company cash or a check payable sufficient to pay in the full the Option Price with respect to such Option Shares and acceptable the Withholding Obligation. The Committee may, in its discretion, permit the Participant to pay all or part of the Option Price or the Withholding Obligation of the Participant by delivering to the Company to pay the option purchase pricefor cancellation, provided that in the event the Optionee chooses to pay the option purchase price as so providedOption Shares or an unexercised, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i)but then exercisable, (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent portion of the Option to purchase Option Shares; provided that only whole Option Shares will be contingent upon (i) the Company’s receipt from the Optionee or a portion of the full purchase price Option representing only whole Option Shares) may be so used for payment of the Withholding Obligation and any portion of the Withholding Obligation which cannot be satisfied with whole Option Shares (or a portion of the Option representing only whole Option Shares, as set forth above, (ii) must be paid in cash. No portion of the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company Option may require to satisfy itself that the issuance of Stock to be purchased exercised after it has expired pursuant to Section 2(b) above or the exercise of Stock Options under the Plan and any subsequent resale termination of the shares of Stock will be in compliance Participant’s rights with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred respect to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested topursuant to Section 3 below.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company's Option Committee (the "Committee") of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (iib) through in the delivery (or attestation to the ownership) form of shares of Stock Common Stock, par value $0.01 per share, of the Company ("Common Stock") that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required have been held by the AdministratorOptionee for at least six (6) months; (iiic) by the Optionee 16 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (vd) a combination of (ia), (ii), (iiib) and (ivc) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the 1994 Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of this Option, certificates for shares may be issued in the Stock name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee's estate. Notwithstanding any other provision hereof or of the 1994 Plan, no portion of this Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Committee setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: Company, (ib) in cash, by certified or bank check or other instrument acceptable to the Administrator; Common Stock (iiincluding Restricted Stock and Callable Shares) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and are which the Participant has not then subject acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any restrictions under any time following an IPO, (c) if the Company plan and that otherwise satisfy any holding periods as may be required has completed an IPO, by the Administrator; delivery (iiiincluding by FAX) by the Optionee delivering to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or a check payable and loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that Committee in its sole discretion. In the event that shares of Restricted Stock or Callable Shares are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock or Callable Shares used as consideration therefor shall be net subject to the same restrictions and provisions as the Restricted Stock or Callable Shares so tendered. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Optioned Shares then being purchased to be delivered to the Participant (or the person exercising the Participant’s Stock Option in the event of his death) at its principal business office within ten (10) business days after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Optioned Shares attested toupon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then the Stock Option, and right to purchase such Optioned Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Vested Option Shares purchasable at the time of such notice. This , which notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares to be purchased may be made by one or more of the following methods: (i) in a)in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (ii) through b)through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee for at least six (6) months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may were not used in a “stock swap” within the six (6) months preceding the option exercise, such surrendered shares to be required by valued at the Administratorclosing price of the Common Stock on the principal exchange on which the Common Stock is listed on the date the Company receives the exercise notice; (iii) by c)by 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 option purchase price, ; provided that in the event the Optionee chooses to pay the option purchase price as so providedprovided in this subsection(c), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Company shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) d)with the consent of the Company, a combination of (ia), (ii), (iiib) and (ivc) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment satisfaction of any other requirements contained herein or in the Plan or in any other agreement or provision of lawssection 11 hereof, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of the Stock Option, certificates for Option Shares may be issued in the name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee’s estate, and the foregoing representations shall be modified accordingly. The Optionee shall not have the rights of a stockholder with respect to any Option Shares prior to his acquisition of such Option Shares upon the exercise of this Option. Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce Committee setting forth the number of shares of Stock issuable upon with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Stock owned by the largest whole number of shares with a Participant on the Exercise Date, valued at its Fair Market Value that does on the Exercise Date, and which the Participant has not exceed acquired from the aggregate exercise price; or Company within six (v6) a combination of (i)months prior to the Exercise Date, (ii)c) if the Company, in its sole discretion, so consents in writing, by delivery (iiiincluding by FAX) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Option Shares will be contingent upon (i) Participant to a broker or dealer, reasonably acceptable to the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale sell certain of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee purchased upon the exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. Upon payment of all amounts due from the Participant, the Company shall cause certificates for the Stock then being purchased to be net delivered as directed by the Participant (or the person exercising the Participant's Stock Option in the event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver shares of Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee. If the Participant fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, then that portion of the Participant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) at the discretion of the Committee, in accordance with a cashless exercise program established with a securities brokerage firm and approved by 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 option purchase priceCommittee, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Company may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Stock Option may give be exercised by the delivery of written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Company setting forth the number of shares of Common Stock with respect to which the Stock Option Shares is to be exercised (subject to Section 5), the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment , payable as follows: (a) cash, check, bank draft, or money order payable to the order of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (iib) through the by delivery of Common Stock (or attestation to the ownershipincluding restricted stock) of shares of Stock that have been purchased owned by the Optionee on the open market or that are beneficially owned by Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Optionee and are has not then subject acquired from the Company within six (6) months prior to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorExercise Date; (iiic) by the Optionee delivering delivery (including by FAX) to the Company a properly or its designated agent of an executed irrevocable option exercise notice form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company cash the amount of sale or loan proceeds necessary to pay such purchase price; (d) by net share settlement of the Stock Option, whereby a check payable number of shares of Common Stock that are equal in value to the aggregate exercise price and that would otherwise be issued upon exercise of the Stock Option are withheld by the Company; and/or (e) in any other form of valid consideration that is acceptable to the Company to pay the option purchase price, provided that in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the Optionee chooses to pay the option purchase price as so providedexercise of a Stock Option, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be net subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares attested tospecified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. (a) The a)The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Share Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check cheque or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 cheque payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), and (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Shares to be purchased pursuant to the exercise of Stock Share Options under the Plan and any subsequent resale of the shares of Stock Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Options that are exercisable may exercise this Stock Option only be exercised in whole or in part at any time during the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give option period by giving written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify Grantor specifying the number of Option Shares to be purchased. Payment , accompanied by payment in full of the purchase price for the Option Shares price, in cash or by check. Payment in full or in part may be made by one or more at the election of the following methods: Optionee (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) form of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are (based on the Fair Market Value (as that term is defined in the Plan) of the Stock on the trading day before the Option is exercised) which is not then the subject of any pledge or security interest which have been owned for more than 6 months or were purchased in the open market, (ii) by a “same day sale” commitment from an NASD broker-dealer to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by forward the Administratorexercise price of the Option directly to the Grantor; (iii) by cancellation of indebtedness of the Optionee delivering Grantor 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedureOptionee; (iv) by waiver of consideration due to Optionee for services rendered; (v) by tender of a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise full recourse promissory note by the largest whole number Optionee; (vi) by a combination of shares with a the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer any shares surrendered to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase Grantor is at least equal to such exercise price for the Option Sharesand except, as set forth above, with respect to (ii) above, such method of payment will not cause a disqualifying disposition of all or a portion of the fulfillment Common Stock received upon exercise of any an Incentive Option. An Optionee shall have the right to dividends and other requirements contained herein or rights of a stockholder with respect to shares of Common Stock purchased upon exercise of an Option at such time as the Optionee has given written notice of exercise and has paid in the Plan or in any other agreement or provision of laws, full for such shares and (iii) the receipt has satisfied such conditions that may be imposed by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant Grantor with respect to the exercise withholding of Stock taxes. Subject to the terms and conditions hereof, the Options under shall be exercisable by notice to the Plan and any subsequent resale Grantor on the form provided by the Grantor, a copy of the shares of Stock will be in compliance with applicable laws and regulationswhich is attached hereto. In the event that the Optionee chooses to pay Options are being exercised by any person or persons other than the purchase price by previously-owned shares of Stock through the attestation methodOptionee, the number of shares of Stock transferred notice shall be accompanied by proof, satisfactory to the Optionee upon the exercise Grantor, of the Stock Option shall be net right of such person or persons to exercise any right under this Agreement and the Shares attested toPlan.

Manner of Exercise. (a) The Optionee may exercise the vested portion of this Stock Option only in accordance with the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give schedule set forth in Section 2(b) by written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, laws and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of this Stock Options under the Plan Option and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods period as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements requirement contained herein or herein, in the Plan or in any other agreement or provision of laws, law; and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Option may give be exercised by the delivery of written notice to the Administrator of his Committee or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify designated Company representative setting forth the number of shares of Common Stock with respect to which the Option Shares is to be exercised, the date of exercise thereof (the "Exercise Date") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment of , payable to the purchase price for the Option Shares may be made by one or more of the following methodsCompany in full in either: (i) in cashcash or its equivalent, by certified or bank check or other instrument acceptable to the Administrator; (ii) through subject to prior approval by the delivery (or attestation Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the ownership) of shares of Stock total Option Price (provided that the Shares which are tendered must have been purchased held by the Optionee on Participant for at least six (6) months prior to their tender to satisfy the open market Option Price), or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) subject to prior approval by the Optionee delivering Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash total Option Price, or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant subject to which the Company will reduce the number of shares of Stock issuable upon exercise prior approval by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) Committee in its discretion, by a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will Any payment in Shares shall be received effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Participant shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a "cashless exercise" with a broker of the Option), subject to collectionapplicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan's purpose and applicable law. The transfer A "cashless exercise" of an Option is a procedure by which a broker provides the funds to the Optionee Participant to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Participant, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Participant the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Participant (either directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act (if the Company is a Publicly Held Corporation). In no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a "cashless exercise," if such form of consideration would violate the Xxxxxxxx-Xxxxx Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the records Participant, in the name of the Participant or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. Such delivery shall be effected for all purposes when the Company or of the a stock transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or Company shall have deposited such certificates in the Plan or in any other agreement or provision of lawsUnited States mail, and (iii) the receipt by the Company of any agreement, statement addressed to Participant or other evidence that appropriate recipient. If the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses Participant fails to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net for any of the Shares attested tospecified in such notice or fails to accept delivery thereof, then the Option, and right to purchase such Shares may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the AdministratorCommittee; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the AdministratorCommittee; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator Committee shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), ) and (iii) and (iv) above. The Optionee may also exercise pursuant to a paperless method if the Company establishes, for itself or using the services of a third party, an automated system, such as a system using an internet website or interactive voice response. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written electronic notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained herein or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the Optionee). In the event an Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of the Stock Option may be permitted through the use of such an automated system. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of the Stock Options under the Plan Option and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator through the Company’s Stock Plan Administration System of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. In addition, to the extent that (1) this Stock Option remains outstanding and has not been exercised by the Optionee as of the Expiration Date and (2) the Fair Market Value of the Stock exceeds the exercise price of the Stock Option by at least one percent on such date, then this Stock Option shall be automatically exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in clause (iv) above. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (ix) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (iiy) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iiiz) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation methodpursuant to (iv) above, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Option may give be exercised by the delivery of written notice to the Administrator of his Committee or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify designated Company representative setting forth the number of shares of Common Stock with respect to which the Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Grantee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment of , payable to the purchase price for the Option Shares may be made by one or more of the following methodsCompany in full in either: (i) in cashcash or its equivalent, by certified or bank check or other instrument acceptable to the Administrator; (ii) through subject to prior approval by the delivery (or attestation Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the ownership) of total Option Price (provided that the shares of Common Stock that which are tendered must have been purchased held by the Optionee on Grantee for at least six (6) months prior to their tender to satisfy the open market Option Price), or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) subject to prior approval by the Optionee delivering Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash total Option Price, or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant subject to which the Company will reduce the number of shares of Stock issuable upon exercise prior approval by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) Committee in its discretion, by a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt above. Any payment in shares of Common Stock shall be effected by the Company surrender of any agreement, statement or other evidence that such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may require allow the Option Price to satisfy itself that be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be purchased pursuant consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the exercise Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of Stock Options under the Plan and any subsequent resale Grantee, the broker will either (i) sell all of the shares of Common Stock will be in compliance with applicable laws received when the Option is exercised and regulationspay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. In no event will the event Committee allow the Optionee chooses Option Price to pay be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the purchase price Sxxxxxxx-Xxxxx Act of 2002 as determined by previously-owned shares the Committee in its discretion. As soon as practicable after receipt of Stock through a written notification of exercise and full payment, the attestation methodCompany shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the number of shares of Common Stock transferred to purchased under the Optionee upon Option. Such delivery shall be effected for all purposes when the exercise Company or a stock transfer agent of the Stock Option Company shall be net have deposited such certificates in the United States mail, addressed to Grantee or other appropriate recipient. If the Grantee fails to pay for any of the Shares attested toshares of Common Stock specified in such notice or fails to accept delivery thereof, then the Option, and right to purchase such shares of Common Stock may be forfeited by the Company.

Manner of Exercise. (a) The Optionee may exercise this Stock Share Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Share Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock Shares that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock Shares issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Shares to be purchased pursuant to the exercise of Stock Share Options under the Plan and any subsequent resale of the shares of Stock Shares will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock Shares through the attestation method, the number of shares of Stock Shares transferred to the Optionee upon the exercise of the Stock Share Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iviii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. In addition, to the extent that (A) this Stock Option is vested and remains outstanding and has not been exercised by the Optionee as of the Expiration Date and (B) the Fair Market Value of the Stock exceeds the exercise price of the Stock Option on such date, then this Stock Option shall automatically be exercised on the Expiration Date (without any action required on the part of the Optionee) pursuant to the “net exercise” arrangement described in (iv), above. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulationsregulations (including the satisfaction of any taxes that the Company or an Affiliate is obligated to withhold with respect to the optionee). In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock OptionDate, the Optionee may give written notice to the Administrator Company of his or her election to purchase some or all of the Vested Option Shares purchasable at the time of such notice. This , which notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares to be purchased may be made by one or more of the following methods: (ia) in cash, by certified or bank check or other instrument acceptable to the AdministratorCompany; (iib) through the delivery (or attestation to the ownership) of shares of Common Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee for at least six (6) months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may were not used in a “stock swap” within the six (6) months preceding the option exercise, such surrendered shares to be required by valued at the Administratorclosing price of the Common Stock on the principal exchange on which the Common Stock is listed on the date the Company receives the exercise notice; (iii) by c)by 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 option purchase price, ; provided that in the event the Optionee chooses to pay the option purchase price as so providedprovided in this subsection(c), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator Company shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) d)with the consent of the Company, a combination of (ia), (ii), (iiib) and (ivc) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment satisfaction of any other requirements contained herein or in the Plan or in any other agreement or provision of lawssection 11 hereof, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock Option Shares to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee If requested upon the exercise of the Stock Option, certificates for Option Shares may be issued in the name of the Optionee jointly with another person or in the name of the executor or administrator of the Optionee’s estate, and the foregoing representations shall be modified accordingly. The Optionee shall not have the rights of a stockholder with respect to any Option Shares prior to his acquisition of such Option Shares upon the exercise of this Option. Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be net of exercisable after the Shares attested toExpiration Date hereof.

Manner of Exercise. (a) The Optionee Subject to such administrative regulations as the Committee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Optionadopt, the Optionee Option may give be exercised by the delivery of written notice to the Administrator of his Committee or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify designated Company representative setting forth the number of shares of Common Stock with respect to which the Option Shares is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Grantee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased. Payment of , payable to the purchase price for the Option Shares may be made by one or more of the following methodsCompany in full in either: (i) in cashcash or its equivalent, by certified or bank check or other instrument acceptable to the Administrator; (ii) through subject to prior approval by the delivery (or attestation Committee in its discretion, by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the ownership) of total Option Price (provided that the shares of Common Stock that which are tendered must have been purchased held by the Optionee on Grantee for at least six (6) months prior to their tender to satisfy the open market Option Price), or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) subject to prior approval by the Optionee delivering Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash total Option Price, or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant subject to which the Company will reduce the number of shares of Stock issuable upon exercise prior approval by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) Committee in its discretion, by a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt above. Any payment in shares of Common Stock shall be effected by the Company surrender of any agreement, statement or other evidence that such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its discretion, also may require allow the Option Price to satisfy itself that be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be purchased pursuant consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the exercise Grantee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of Stock Options under the Plan and any subsequent resale Grantee, the broker will either (i) sell all of the shares of Common Stock will be in compliance with applicable laws received when the Option is exercised and regulationspay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining shares of Common Stock. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. In no event will the event Committee allow the Optionee chooses Option Price to pay be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the purchase price Xxxxxxxx-Xxxxx Act of 2002 as determined by previously-owned shares the Committee in its discretion. As soon as practicable after receipt of Stock through a written notification of exercise and full payment, the attestation methodCompany shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, share certificates for the number of shares of Common Stock transferred to purchased under the Optionee upon Option. Such delivery shall be effected for all purposes when the exercise Company or a stock transfer agent of the Stock Option Company shall be net have deposited such certificates in the United States mail, addressed to Grantee or other appropriate recipient. If the Grantee fails to pay for any of the Shares attested toshares of Common Stock specified in such notice or fails to accept delivery thereof, then the Option and right to purchase such shares of Common Stock may be forfeited by the Company.

Manner of Exercise. (a) The Optionee To the extent that the right to purchase shares has vested hereunder, the Option may exercise this Stock Option only in the following manner: be exercised from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give by written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce Corporation stating the number of shares of Stock issuable upon exercise by with respect to which the largest whole number of shares with a Fair Market Value that does not exceed Option is being exercised, and the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records time of the Company or delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of the transfer agent such notice, unless an earlier date shall have been mutually agreed upon. Shares of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be common stock purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale Option shall, at the time of the notice specifying the date of delivery, be paid for in full, with cash or common stock that is owned by Optionee, or by delivery of the Optionees's Note in the form of Exhibit A and Stock Pledge Agreement in the form of Exhibit B to this Agreement. To the extent payment is being made with cash, Optionee shall deliver a certified or official bank check or the equivalent thereof acceptable to the Corporation. If shares of Stock will common stock are tendered as payment, such shares shall be valued at their fair market value, as determined by the Corporation, on the date of the notice given to the Corporation by Optionee with respect to such exercise. At the time specified in compliance the notice for delivery of the certificate, the Corporation shall, without transfer or issue tax to Optionee (or other person entitled to exercise the Option), deliver to Optionee (or other person entitled to exercise the Option) at the principal office of the Corporation, or such other place as shall be mutually acceptable, a certificate or certificates for such shares; provided, however, that the time of such delivery may be postponed by the Corporation for such period as may be required for it with applicable laws and regulationsreasonable diligence to comply with any requirements of law. In If Optionee (or other person entitled to exercise the event the Optionee chooses Option) fails to pay the purchase price by previously-owned shares for all or any part of Stock through the attestation method, the number of shares specified in such notice or fails to accept delivery of Stock transferred such shares upon tender of delivery thereof, the right to exercise the Optionee upon the Option with respect to such undelivered shares may be terminated. The Board may require that a partial exercise of the Stock Option shall be net for no less than a stated minimum of the Shares attested toshares. 6.

Manner of Exercise. (a) The Optionee may exercise this Stock Option Option, to the extent vested, only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator Committee of his or her the Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cashimmediately available funds in U.S. dollars, or by certified or bank check or other instrument acceptable to the Administrator; cashier’s check; (ii) through the by delivery (or attestation to the ownership) of shares of Stock that have been purchased by having a value equal to the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; exercise price; (iii) by a broker-assisted cashless exercise in accordance with procedures approved by the Optionee delivering Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company a properly executed in payment of the aggregate 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 option purchase priceprice and, provided that in the event the Optionee chooses to pay the option purchase price as so providedif applicable, the Optionee and amount necessary to satisfy the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; Company’s withholding obligations; or (iv) by any other means approved by the Committee (including, by delivery of a notice of “net exercise” arrangement to the Company, pursuant to which the Company will reduce Optionee shall receive (1) the number of shares of Stock issuable upon exercise underlying the Option so exercised, reduced by (2) the largest whole number of shares with a of Stock equal to (A) the aggregate exercise price of the Option for the portion so exercised divided by (B) the Fair Market Value on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that does any form of payment available hereunder would be in violation of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002, such form of payment shall not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collectionavailable. The transfer to the Optionee on the records of the Company or of the transfer agent of the exercised Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Manner of Exercise. (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are have been "paid for" and beneficially owned by the Optionee for at least six months and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administratorplan; (iii) by 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 option purchase price, provided that in the event the Optionee chooses to pay the option 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 Administrator shall prescribe as a condition of such payment procedure; or (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), and (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records delivery of the Company or of the transfer agent of certificates representing the Option Shares will be contingent upon (i) the Company’s 's receipt from the Optionee of the full purchase price payment for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, above and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.