Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The Options that are exercisable portion of the Option shares may be exercised, exercised in whole or in part, part at any time during the option period by delivering (a) giving written notice to the Compensation Committee Grantor specifying the number of the Board of Directors Shares to be purchased; in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares Share increments, (b) accompanied by payment in full of the purchase price, in cash or such number by check and (c) the payment of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject any withholding tax to the Option Company, will be required to withhold as to which the Option is being exercised, and shall be accompanied by full payment a result of the Exercise exercise of the Option. The Purchase Price of the shares of Stock as to which the Option is being exercised shall be paid in full at the time of exercise by any approved method set forth in paragraphs (i) through (iv) of Section 6.4(a) of the Plan. The Optionee shall not have any of the rights of a shareholder with respect to the Stock covered by the Option until the date of the issuance of a stock certificate to Optionee for such shares of Stock. An Optionee shall have the right to dividends and any applicable withholding taxes which other 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 full for such shares and has satisfied such conditions that may be dueimposed by the Grantor with respect to the withholding of taxes. Payment of Subject to the Exercise Price terms and any withholding tax obligations conditions hereof, the Options shall be made in cash (or cash equivalents acceptable exercisable by notice to the Committee in Grantor on the Committee's discretion)form provided by the Grantor, a copy of which is attached hereto. In the Committee's sole and absolute discretionevent that the Options are being exercised by any person or persons other than the Optionee, the Committee may authorize payment notice shall be accompanied by proof, satisfactory to the Grantor, of the Exercise Price right of such person or persons to exercise any right under this Agreement and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmPlan.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, exercised in whole or in partpart at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by delivering serving written notice of intent to exercise the Option delivered to the Compensation Committee Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Board of Directors in accordance with Section 5.8 hereof in such form as Option Price for the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as Shares with respect to which the Option is then exercisable if such number of shares then exercisable is less than one hundred being exercised (100)). Such notice shall specify the number of shares of Stock subject “Option Payment”) and, except as otherwise provided herein, cash equal to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable required withholding taxes which may be dueas set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding. The Option Payment of the Exercise Price and any withholding tax obligations shall be made in cash or cash equivalents or, at the discretion of the Committee, in whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents acceptable equivalents) and Shares. Subject to applicable securities laws and the Committee in consent of the Committee's discretion). In the Committee's sole and absolute discretion, the Committee Optionee may authorize also exercise the Option (a) by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise noticePayment, together with irrevocable instructions: any applicable withholding taxes, or (ib) to a brokerage firm approved by directing the Company to deliver promptly withhold that number of whole Shares otherwise deliverable to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) Optionee pursuant to the Company Option having an aggregate Fair Market Value at the time of exercise equal to deliver the certificates for such purchased shares directly sum of the Option Payment and the amount necessary to such brokerage firmsatisfy any applicable withholding obligations.

Manner of Exercise. The exercisable portion of Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option shares may be exercised, in whole or in part, exercised by delivering the delivery of written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify setting forth the number of shares of Common Stock subject to the Option as with respect to which the Stock Option is being exercised, to be exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise Date”) which shall be accompanied by full payment of the date that the Participant has delivered both the Exercise Notice and consideration to the Company with a value equal to the total Option Price of the shares to be purchased (plus any employment tax withholding or other tax payment due with respect to the exercise of the Stock Option). 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, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Option is being exercised and any applicable withholding taxes Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be due. Payment of communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Exercise Price and any withholding tax obligations shall be made in cash (Participant to a broker or cash equivalents dealer, reasonably acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretionCompany, the Committee may authorize payment to sell certain of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples shares of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment Common Stock purchased upon exercise of the Exercise Price Stock Option or to pledge such shares as collateral for a loan and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to promptly deliver promptly to the Company the aggregate 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. In the event that shares of Restricted Stock are tendered as consideration for the exercise price of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described above within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any withholding tax obligations that may arise shares of Common Stock to the Participant in connection with such Exercise Notice. Upon payment of all amounts due from the exerciseParticipant, and the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (iior the person exercising the Participant’s Stock Option in the event of his or her death) to at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the certificates condition that, if at any time the Committee 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, 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 Common Stock specified in such purchased shares directly notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such brokerage firmCommon Stock may be forfeited by the Participant.

Manner of Exercise. The exercisable portion Employee (or person then entitled to exercise this Option) may do so by delivering written notice of exercise to the Secretary of the Option Corporation, in person, or by mail, postage prepaid, addressed to the attention of the Secretary of the Corporation at the location at which the Corporation then maintains its principal office, and if so mailed, the date of the postmark will be considered the date of exercise. Such notice shall be in substantially the form attached and shall be accompanied by payment in full of the total purchase price for the shares being purchased. Such payment may be exercisedmade in cash or, if approved by the Committee, its equivalent in whole or in part, by delivering written transfer and delivery to the Corporation of shares of Common Stock already owned by the Employee, free and clear of any liens, encumbrances or changes of any kind, valued at their Fair Market Value on the date of such exercise. The Corporation, in the event of exercise by an authorized person other than the Employee, may require proof of the right of such person to exercise this Option. As promptly as practicable after receipt by the Corporation of the notice to purchase and the Compensation Committee full payment of the Board purchase price of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time shares of Common Stock, the Corporation shall cause to time; provided, however, that be issued to the Option may not be exercised at any one time as person entitled to fewer than one hundred (100) purchase the shares (or such number of shares as to for which the this Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify exercised, stock certificate(s) for the number of shares of Common Stock being purchased, which shall evidence fully paid and non-assessable shares. Any Shares issued upon exercise shall be subject to the Option Stockholders’ Agreement, dated as of March 7, 2007, among the Corporation and certain of its stockholders, as amended from time to which time (the Option is being exercised“Stockholders’ Agreement”), and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash Employee (or cash equivalents acceptable person receiving Shares upon exercise) shall become bound thereby as a condition to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and being issued any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmShares hereunder.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof Administrator in such form as the Committee Administrator may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be duefor such shares. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee Administrator in the CommitteeAdministrator's discretion). In the CommitteeAdministrator's sole and absolute discretion, the Committee Administrator may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee Administrator may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The CommitteeIf the Stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, the Administrator, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations exercise price, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company Corporation to deliver promptly to the Company Corporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company Corporation to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof Corporation’s Secretary in such form as the Committee Administrator may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) ten shares (or such lesser number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)exercisable). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price for such shares in accordance with this Section 3.2. The exercise shall be effective upon receipt by the Corporation’s Secretary of such written notice accompanied by the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be duerequired payment. Payment of the Exercise Price and any withholding tax obligations shall be made (a) in cash (or cash equivalents acceptable to via certified or cashier’s check, or money order); (b) by a broker-assisted cashless exercise in accordance with Regulation T of the Committee in Board of Governors of the Committee's discretion)Federal Reserve System and the provisions of the next paragraph; or (c) by any combination of the foregoing. In the Committee's Administrator’s sole and absolute discretion, the Committee Administrator may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee Administrator may prescribe. The Option may be exercised only in multiples of whole shares and no partial fractional shares shall be issued. The CommitteeIf the Stock is publicly traded on a national exchange, payment of the exercise price may be made, in whole or in part, subject to such limitations as it the Administrator may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company Corporation to deliver promptly to the Company Corporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company Corporation to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. (a) The exercisable portion Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date or earlier termination of this Stock Option as provided herein, the Option shares Optionee may be exercised, in whole or in part, by delivering give written notice to the Compensation Committee Company of his or her election to purchase some or all of the Board Option Shares purchasable at the time of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100))notice. Such This notice shall specify the number of shares of Stock subject Option Shares to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be duepurchased. Payment of the Exercise Price and any withholding tax obligations shall exercise price for the Option Shares may be made in cash (by one or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment more of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructionsfollowing methods: (i) in cash, by certified or bank check or other instrument acceptable to the Committee; (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 (including a portion of the Option Shares subject to the exercise) and are not then subject to any restrictions under any Company plan; (iii) at the discretion of the Committee, in accordance with a cashless exercise program established with a securities brokerage firm and approved by the Company Committee, provided that in the event the Optionee chooses to deliver promptly 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 Committee shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the aggregate amount transfer agent of sale or loan proceeds the Option Shares will be contingent upon the Company’s receipt of full payment for the Option Shares, as set forth above. In the event the Optionee chooses to pay the exercise price and any withholding tax obligations that may arise in connection with beneficially-owned shares of Stock through the exerciseattestation method, and (ii) the number of shares of Stock transferred to the Optionee upon such exercise of this Stock Option shall be net of the shares attested to. In the event that the Company to deliver establishes, for itself or using the certificates services of a third party, an automated system for the exercise of Stock Options, such purchased shares directly to 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 brokerage firman automated system.

Manner of Exercise. The exercisable portion of To the extent the Option shares is exerciseable as provided in this Agreement, and subject to such administrative regulations as the committee may from time to time adopt, the Option may be exercisedexercised from time to time, in whole or in part, by delivering written notice to the Compensation Committee Secretary of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares Corporation (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify his or her delegate) in writing, specifying the number of shares of Common Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as with respect to which the Option is being exercised and any applicable withholding taxes which may be due. Payment accompanied by full payment of the Exercise Price and any withholding tax obligations shall be made option price for such shares in (a) cash (or cash equivalents acceptable (including check, bank draft or money order payable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment order of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as Corporation); (b) a cashless exercise (through the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) instructions to a brokerage firm approved by the Company broker to deliver promptly to the Company Corporation an amount equal to the aggregate amount purchase price); ; (c) Common Stock owned by the Optionee for a period of sale at least 6 months and for which the Optionee has good title free and clear of any liens and encumbrances (the value of such Common Stock shall be its fair market value on the date of exercise); or loan proceeds (d) any combination of the foregoing. In the event that the Option shall be exercised by a person other that the Optionee in accordance with the provisions of Section 4, such person shall furnish the Corporation with evidence satisfactory to it of such person’s right to exercise the Option. The Corporation may require the Optionee or such other person exercising the Option to furnish or execute such documents as the Corporation shall deem necessary to evidence such exercise or to comply with any requirement of this agreement or any law. Not withstanding the foregoing, the Corporation, in the discretion of the Committee shall have the right, in lieu of accepting payment of the option price and delivering any or all shares of Common Stock as to which the Option has been exercised, to elect to pay the exercise price and any withholding tax obligations that may arise Optionee an amount in connection with the exercise, and (ii) cash or shares of Common Stock equal to the Company amount by which the fair market value of such shares of Common Stock on the date of exercise exceeds the option price that would otherwise be payable by the Optionee to deliver the certificates for acquire such purchased shares directly to such brokerage firmof Common Stock.

Manner of Exercise. The exercisable portion Employee (or person then entitled to exercise this Option) may do so by delivering written notice of exercise to the Secretary of the Option Corporation, in person, or by mail, postage prepaid, addressed to the attention of the Secretary of the Corporation at the location at which the Corporation then maintains its principal office, and if so mailed, the date of the postmark will be considered the date of exercise. Such notice shall be in substantially the form attached and shall be accompanied by payment in full of the total purchase price for the shares being purchased. Such payment may be exercisedmade in cash or, if approved by the Committee, its equivalent in whole or in part, by delivering written transfer and delivery to the Corporation of shares of Common Stock already owned by the Employee, free and clear of any liens, encumbrances or changes of any kind, valued at their Fair Market Value on the date of such exercise. The Corporation, in the event of exercise by an authorized person other than the Employee, may require proof of the right of such person to exercise this Option. As promptly as practicable after receipt by the Corporation of the notice to purchase and the Compensation Committee full payment of the Board purchase price of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time shares of Common Stock, the Corporation shall cause to time; provided, however, that be issued to the Option may not be exercised at any one time as person entitled to fewer than one hundred (100) purchase the shares (or such number of shares as to for which the this Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify exercised, stock certificate(s) for the number of shares of Common Stock being purchased, which shall evidence fully paid and non-assessable shares. Any Shares issued upon exercise shall be subject to the Option Stockholders’ Agreement, dated as of March 7, 2007, among the Corporation and certain of its stockholders, as amended from time to which time (the Option is being exercised“Stockholders’ Agreement), and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash Employee (or cash equivalents acceptable person receiving Shares upon exercise) shall become bound thereby as a condition to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and being issued any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmShares hereunder.

Manner of Exercise. The exercisable portion In order to exercise this Option, the Participant shall deliver to the Chief Financial Officer or other designated officer of the Company payment in full for (i) the shares being purchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payment of the exercise price for each Option shares may shall be exercised, either in whole cash or in part, by delivering written notice check payable and acceptable to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to timeCompany; provided, however, that with the Option consent of the Committee, which consent may not be exercised at granted or withheld in the Committee’s sole discretion and subject to any one time instructions or conditions as the Committee may impose, payment of the exercise price and/or withholding may be made by (x) tendering to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of Company shares of Stock subject to the Option having an aggregate Fair Market Value as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price date of exercise that is not greater than the full exercise price for the shares of Stock as with respect to which the Option is being exercised and any applicable withholding taxes the amount required to be withheld, or (y) the Company may deliver certificates for the shares of Stock for which may be due. Payment the Option is being exercised to a broker for sale on behalf of Participant, provided that Participant has irrevocably instructed such broker to remit directly to the Company on Participant’s behalf from the proceeds of such sale the full amount of the Exercise Price and any exercise price, plus all required withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion)taxes. In the event that Participant, with the consent of the Committee's sole and absolute discretion, elects to make payment as allowed under clause (x) above, the Committee may may, upon confirming that Participant owns the number of shares being tendered, authorize payment the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Exercise Price and any withholding tax obligations to be madeOption, in whole or in part, by such other means as less the Committee may prescribe. The Option may be exercised only in multiples number of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with being tendered upon the exercise, and return to Participant (iior not require surrender of) to the Company to deliver certificate for the certificates for such purchased shares directly to such brokerage firmbeing tendered upon the exercise.

Manner of Exercise. The exercisable vested portion of the Option shares may be ------------------------------- exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 5.9 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred fifty (10050) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred fifty (100)50). Such notice shall specify the number of shares of Common Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Common Stock as to which the Option is being exercised and any applicable withholding taxes which may be dueexercised. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The CommitteeUnless the Committee otherwise determines and notifies the Grantee of such determination prior to exercise of any portion of the Option, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations exercise price may be made, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: instructions (i) to a brokerage firm approved by the Company Corporation to deliver promptly to the Company Corporation the aggregate amount of stock sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company Corporation to deliver the certificates for such purchased shares directly to such brokerage firm. In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price to be made, in whole or in part, by such other means as the Committee may prescribe.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, exercised in whole or in partpart at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by delivering serving written notice of intent to exercise the Option delivered to the Compensation Committee Company at its principal office (or to the Company's designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Board of Directors in accordance with Section 5.8 hereof in such form as Option Price for the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as Shares with respect to which the Option is then exercisable being exercised (the "Option Payment") and, unless the tax withholding requirements are satisfied by directing the Company to withhold Shares as described below, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable State tax guidelines for the employer's minimum statutory withholding. The Option Payment shall be made either: (a) in cash or cash equivalents; (b) in whole unencumbered Shares previously acquired by the Optionee, valued at the Shares' Fair Market Value on the date of exercise; (c) by a combination of (a) and (b); (d) subject to applicable securities laws and if allowed by the Committee, by simultaneously selling Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment; or (e) if allowed by the Committee, by directing the Company to withhold that number of shares then exercisable is less than one hundred (100)). Such notice shall specify whole Shares otherwise deliverable to the number of shares of Stock subject Optionee pursuant to the Option as having an aggregate Fair Market Value at the time of exercise equal to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and Payment. To satisfy any applicable withholding taxes which may be due. Payment taxes, in the discretion of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as lieu of cash the Committee Optionee may prescribe. The Option may be exercised only in multiples direct the Company to withhold that number of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly otherwise deliverable to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) Optionee pursuant to the Company to deliver the certificates for such purchased shares directly to such brokerage firmOption.

Manner of Exercise. (a) The exercisable portion 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 Option shares Optionee may be exercised, in whole or in part, by delivering give written notice to the Compensation Committee Chief Administrative Officer or General Counsel of the Board Optionee’s election to purchase some or all of Directors in accordance with Section 5.8 hereof in the vested Option Shares purchasable at the time of such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100))notice. Such notice shall specify the number of shares of Stock subject Option Shares to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be duepurchased. Payment of the Exercise Price and any withholding tax obligations shall purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash (or cash equivalents by certified or bank check or other instrument acceptable to the Committee in Administrator; (ii) through the Committee's discretion). In delivery of previously acquired unrestricted shares of Stock, or the Committee's sole and absolute discretion, the Committee may authorize payment withholding of the Exercise Price and any withholding tax obligations to be madeunrestricted shares of Stock otherwise deliverable upon exercise, in whole or in parteither case, that have an aggregate Fair Market Value equal to the exercise price; (iii) by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject Optionee delivering to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of Company a properly executed exercise notice, notice in a form acceptable to the Company together with irrevocable instructions: (i) instructions to a brokerage firm approved by the Company broker to promptly deliver promptly to the Company the aggregate amount of sale cash or loan proceeds to pay the exercise price a check payable and any withholding tax obligations that may arise in connection with the exercise, and (ii) acceptable to the Company to deliver pay the certificates for 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 purchased shares directly procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure and shall comply with all applicable laws, which laws may in certain cases restrict the availability of this method; or (iv) a combination of (i), (ii), and (iii) above. Payment instruments will be received subject to such brokerage firmcollection. Stock Option exercises and any sales of Option Shares will be subject to the Company’s xxxxxxx xxxxxxx policy, equity ownership guidelines and other Company policies as may be in effect from time to time or otherwise established by the Administrator.

Manner of Exercise. The exercisable portion of the Option shares Consultant may be exercisedexercise this Warrant, in whole or in part, during normal business hours on any business day by delivering written notice surrendering this Warrant to the Compensation Committee Company at the Company's principal office, accompanied by an executed subscription agreement in substantially the form annexed hereto as Exhibit "A", as such form may be modified in the discretion of the Board Company to comply with any applicable federal or state securities laws, and by payment, in cash or by certified or official bank check payable to the order of Directors the Company, or by any combination of such methods, in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred amount obtained by multiplying (100a) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Warrant Stock subject designated in such subscription by (b) $________, whereupon Consultant shall be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Warrant Stock as is indicated on the subscription. Except as otherwise provided by the Company before the Warrant is exercised, (i) all or a portion of the exercise price may be paid by Consultant by delivery of shares of Common Stock owned by Consultant for at least 6 months and acceptable to the Option Company, having an aggregate Fair Market Value (as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price date of exercise) that is equal to the amount of cash that would otherwise be required; or (ii) Consultant may pay the exercise price by authorizing a third party to sell shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment (or a sufficient portion of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment shares) acquired upon exercise of the Exercise Price Warrant and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly remit to the Company a sufficient portion of the aggregate amount of sale or loan proceeds to pay the entire exercise price and any tax withholding tax obligations that may arise in connection with the resulting from such exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The exercisable Subject to the terms and conditions of this Agreement, the Option shall be exercised in whole or in part by delivering to the Company at its principal place of business a written notice, signed by the person entitled to exercise the Option, of the election to exercise the Option and stating the number of 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. To the extent permitted by applicable law, payment of the full Option Exercise Price shall be made, at the election of the Participant, in (a) cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by the actual or constructive transfer to the Company of Common Stock owned by the Participant having a value at the time of exercise equal to the full Option Exercise Price, (c) the Company’s withholding of Common Stock otherwise issuable upon exercise of the Option pursuant to a “net exercise” arrangement, (d) by a combination of such methods of payment, or (e) by such other methods as may be approved by the Committee. To the extent permitted by applicable law, the Participant may elect to pay the Option Exercise Price upon the exercise of the Option by authorizing a third party to sell all the shares (or a sufficient portion of the shares) acquired upon the exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Exercise Price and any tax withholding resulting from such exercise. 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 underlying the Option until the Option is effectively exercised as provided in this Agreement. Subject to Section 16 of the Plan, to the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by the Participant or other person under the Option, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If the Participant fails to make arrangements for the payment of such tax, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be exercisedwithheld from the Option exercise. Notwithstanding the foregoing, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by delivering written notice having withheld, from the shares required to be delivered to the Compensation Committee Participant, shares of Common Stock having a value equal to the amount required to be withheld, or by delivering to the Company other shares of Common Stock held by the Participant. The shares used for tax withholding will be valued at an amount equal to the market value of such Common Stock on the date the benefit is to be included in Participant’s income. In no event will the market value of the Board of Directors in accordance with Common Stock to be withheld and delivered pursuant to this Section 5.8 hereof in such form as the Committee may require from time 13 to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any satisfy applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) benefit exceed the minimum amount of taxes required to the Company to deliver the certificates for such purchased shares directly to such brokerage firmbe withheld.

Manner of Exercise. The exercisable portion of the an Option shares may be exercised, in whole or in part, by delivering written notice (an "Exercise Notice") to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the an Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice Exercise Notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The An Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations obligations, in whole or in part, by delivery of a properly executed exercise noticeExercise Notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The exercisable portion In order to exercise this Option, the Participant shall deliver to the Chief Financial Officer or other designated officer of the Company payment in full for (i) the shares being purchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payment of the exercise price for each Option shares may shall be exercised, either in whole cash or in part, by delivering written notice check payable and acceptable to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to timeCompany; provided, however, that with the Option consent of the Committee, which consent may not be exercised at any one time as to fewer than one hundred (100) shares (granted or such number of shares as to which withheld in the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock Committee’s sole discretion and subject to any instructions or conditions as the Option as to which the Option is being exercisedCommittee may impose, and shall be accompanied by full payment of the Exercise Price exercise price and/or withholding may be made by (x) tendering to the Company shares of Common Stock having an aggregate Fair Market Value as of the date of exercise that is not greater than the full exercise price for the shares of Stock as with respect to which the Option is being exercised and any applicable withholding taxes the amount required to be withheld, or (y) the Company may deliver certificates for the shares of Common Stock for which may be due. Payment the Option is being exercised to a broker for sale on behalf of Participant, provided that Participant has irrevocably instructed such broker to remit directly to the Company on Participant’s behalf from the proceeds of such sale the full amount of the Exercise Price and any exercise price, plus all required withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion)taxes. In the event that Participant, with the consent of the Committee's sole and absolute discretion, elects to make payment as allowed under clause (x) above, the Committee may may, upon confirming that Participant owns the number of shares being tendered, authorize payment the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Exercise Price and any withholding tax obligations to be madeOption, in whole or in part, by such other means as less the Committee may prescribe. The Option may be exercised only in multiples number of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with being tendered upon the exercise, and return to Participant (iior not require surrender of) to the Company to deliver certificate for the certificates for such purchased shares directly to such brokerage firmbeing tendered upon the exercise.

Manner of Exercise. The exercisable Subject to the terms and conditions of this Agreement, the Option shall be exercised in whole or in part by delivering to the Company at its principal place of business a written notice, signed by the person entitled to exercise the Option, of the election to exercise the Option and stating the number of 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 full Option Exercise Price shall be made, at the election of the Participant, in (a) cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by the actual or constructive transfer to the Company of Common Stock owned by the Participant having a value at the time of exercise equal to the full Option Exercise Price, (c) the Company’s withholding of Common Stock otherwise issuable upon exercise of the Option pursuant to a “net exercise” arrangement, (d) by a combination of such methods of payment, or (e) by such other methods as may be approved by the Committee. To the extent permitted by applicable law, the Participant may elect to pay the Option Exercise Price upon the exercise of the Option by authorizing a third party to sell all the shares (or a sufficient portion of the shares) acquired upon the exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Exercise Price and any tax withholding resulting from such exercise. 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 underlying the Option until the Option is effectively exercised as provided in this Agreement. Subject to Section 16 of the Plan, to the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by the Participant or other person under the Option, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If the Participant fails to make arrangements for the payment of such tax, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be exercisedwithheld from the Option exercise. Notwithstanding the foregoing, the Participant may elect, unless otherwise determined by the Committee, to satisfy the obligation, in whole or in part, by delivering written notice having withheld, from the shares required to be delivered to the Compensation Committee Participant, shares of Common Stock having a value equal to the amount required to be withheld, or by delivering to the Company other shares of Common Stock held by the Participant. The shares used for tax withholding will be valued at an amount equal to the market value of such Common Stock on the date the benefit is to be included in Participant’s income. In no event will the market value of the Board of Directors in accordance with Common Stock to be withheld and delivered pursuant to this Section 5.8 hereof in such form as the Committee may require from time 13 to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any satisfy applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) benefit exceed the minimum amount of taxes required to the Company to deliver the certificates for such purchased shares directly to such brokerage firmbe withheld.

Manner of Exercise. The exercisable portion In order to exercise this Option, the Participant shall deliver to the Chief Financial Officer or other designated officer of the Company payment in full for (i) the shares being purchased and (ii) unless other arrangements have been made with the Plan Committee, any required withholding taxes. The payment of the exercise price for each Option shares may shall be exercised, either in whole cash or in part, by delivering written notice check payable and acceptable to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to timeCompany; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price exercise price and/or withholding may be made in accordance with the terms of the Plan by (x) tendering to the Company shares of Common Stock having an aggregate Fair Market Value as of the date of exercise that is not greater than the full exercise price for the shares with respect to which the Option is being exercised and any applicable withholding taxes the amount required to be withheld, or (y) the Company may deliver certificates for the shares of Common Stock for which may be due. Payment the Option is being exercised to a broker for sale on behalf of Participant, provided that Participant has irrevocably instructed such broker to remit directly to the Company on Participant’s behalf from the proceeds of such sale the full amount of the Exercise Price and any exercise price, plus all required withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion)taxes. In the event that Participant, with the consent of the Plan Committee's sole and absolute discretion, elects to make payment as allowed under clause (x) above, the Plan Committee may may, upon confirming that Participant owns the number of shares being tendered, authorize payment the issuance of a new certificate for the number of shares being acquired pursuant to the exercise of the Exercise Price and any withholding tax obligations to be madeOption, in whole or in part, by such other means as less the Committee may prescribe. The Option may be exercised only in multiples number of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with being tendered upon the exercise, and return to Participant (iior not require surrender of) to the Company to deliver certificate for the certificates for such purchased shares directly to such brokerage firmbeing tendered upon the exercise.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof Administrator in such form as the Committee Administrator may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be duefor such shares. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee Administrator in the CommitteeAdministrator's discretion). In the CommitteeAdministrator's sole and absolute discretion, the Committee Administrator may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee Administrator may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The CommitteeIf the Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Administrator, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations exercise price, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company Corporation to deliver promptly to the Company Corporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company Corporation to deliver the certificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. The exercisable portion Vested Portion of the this Option shares may be exercisedexercised from time to time, in whole or in part, by delivering written notice presentation of a Request to Exercise Form, in substantially the form attached hereto (the "Form"), to the Compensation Committee Company at its principal office, which Form must be duly executed by the Optionee and accompanied by payment, subject to any legal restrictions, in the form of: (a) cash; (b) check payable to the Company; (c) the surrender of Option Shares equal to the value of the Board Exercise Price pursuant to a so-called "cashless exercise," which Option Shares so surrendered shall be valued at Fair Market Value as of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that date of exercise of the Option may not be exercised at for any one time as Vested Portion, less the Exercise Price; (d) a "same day sale" or "margin" commitment from the Optionee and a NASD Dealer or other acceptable intermediary whereby the Optionee irrevocably elects to fewer than one hundred (100) shares (or such number of shares as to which exercise the Option is then exercisable if such number and to sell a portion of the shares then exercisable is less than one hundred so purchased to pay for the Exercise Price and whereby the NASD Dealer or other acceptable intermediary irrevocably commits to forward the Exercise Price directly to the Company; or (100)). Such notice shall specify e) any combination of the foregoing, in the aggregate amount of the Exercise Price, multiplied by the number of shares of Common Stock subject to the Option as to which the Option Optionee is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by purchasing at such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committeetime, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any reduction for withholding for tax obligations as provided in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved Section 14. Upon receipt and acceptance by the Company of such Form, accompanied by any payment method specified above, the Optionee shall be deemed to deliver promptly be the record owner of the Common Stock purchased, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing the Common Stock purchased under this Option may not then be actually delivered to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmOptionee.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, exercised in whole or in partpart at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by delivering written notice of intent to exercise the Option to the Compensation Committee Company at its principal office no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which the Optionee desires to exercise all or any portion of the Board Option, stating the number of Directors Shares to be purchased, the person or persons in accordance with Section 5.8 hereof whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in such form as the Committee may require from time to time; provided, however, that full of the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such Price for the number of shares as Shares with respect to which the Option is then exercisable if such number of shares then exercisable is less than one hundred being exercised (100)). Such notice shall specify the number of shares of Stock subject “Option Payment”) and cash equal to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable required withholding taxes which may be dueas set forth by Internal Revenue Service and applicable State tax guidelines for the employer’s minimum statutory withholding. The Option Payment of the Exercise Price and any withholding tax obligations shall be made in cash or cash equivalents or, in the discretion of the Committee, (i) in whole Shares that have been held by the Optionee for at least six (6) months (or such lesser period as the Committee may permit), valued at the Fair Market Value of such Shares (as determined by the Committee) on the date of exercise (or, if applicable, the next succeeding trading date if the date of exercise is not a trading date), together with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Committee, or (ii) by a combination of such cash (or cash equivalents acceptable to equivalents) and such Shares. In addition, the Committee in its sole discretion may permit the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations Option Payment to be made, made in whole or in partpart in the form of an option to acquire Shares or in the form of another Award under the Plan (based, in each case, on the Fair Market Value of such option or Award on the date the Option is exercised, as determined by such other means as the Committee may prescribeCommittee). The Option may Optionee shall not be exercised only in multiples of whole shares and no partial shares shall be issued. The Committeeentitled to tender Shares pursuant to successive, subject to such limitations as it may determine, may authorize payment substantially simultaneous exercises of the Exercise Price and Option or any withholding tax obligations in whole or in part, by delivery other stock option of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmCompany.

Manner of Exercise. The exercisable portion of the This Option shares may be exercised, in whole or in part, exercised solely by delivering written notice to the Compensation Committee Chief Financial Officer of the Company at least three (3) business days in advance of such exercise and by either (i) full payment of the purchase price in accordance with Section 6(c) of the Plan for the Option Shares with respect to which Option or portion thereof is exercised or (ii) notification that the Participant is electing to exercise the Option or portion thereof on a net basis without the exchange of funds (a “Cashless Exercise”) (provided that the Participant acknowledges and agrees that he may effectuate a Cashless Exercise only with the separate prior approval of the Board of Directors or the Committee), together in accordance each case with Section 5.8 hereof in payment or arrangement for payment of any federal income or other tax required to be withheld by the Company with respect to such form Common Stock and such other documents as may be requested by the Company pursuant to the Plan. The Company may postpone the time of delivery of a certificate for Common Stock for such additional time as may be necessary to comply with the listing requirements of any securities exchange upon which the Common Stock of the Company listed, or the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities. In the event that the Participant elects with the prior approval of the Board of Directors or the Committee may require from time to time; providedeffectuate a Cashless Exercise, however, that the Option may Participant agrees not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of Transfer the shares of Common Stock as issued upon such exercise (the “Cashless Exercise Shares”), which for the avoidance of doubt shall be net of any shares of Common Stock withheld pursuant to which the Option is being exercised and any applicable withholding taxes which may be due. Payment Section 11(c) of the Exercise Price Plan to satisfy federal, state and any local withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be maderequirements, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise noticean amount which, together with irrevocable instructions: Transfers of Cashless Exercise Shares by Permitted Transferees, exceeds 33-1/3% of the Cashless Exercise Shares during any 12-month period. The foregoing restriction on Transfer shall not apply to Transfers to Permitted Transferees and shall terminate 30 days following the earlier of (i) to a brokerage firm approved by the Participant’s termination of employment with the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmoccurrence of a Change in Control.

Manner of Exercise. The exercisable Employee, or Employee’s representative, may exercise any portion of this Option that has become vested under Section 3 by giving notice in a manner approved by the Option shares may be exercisedCommittee, in whole or in partspecifying the election to exercise the Option, by delivering written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares Shares for which it is being exercised and the method of Stock subject payment for the amount of the Purchase Price of the Shares for which this Option is exercised. Such payment shall be made: (a) In United States dollars delivered at the time of exercise; or (b) If the Committee has established a broker-assisted cashless exercise program, payment may be made all or in part by delivery (in a manner approved by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Option as to which Corporation in payment of the Purchase Price. The notice shall be provided by the person or persons exercising this Option, and in the event this Option is being exercisedexercised by the representative of Employee, and shall be accompanied by proof satisfactory to the Corporation of the right of the representative to exercise the Option. No Share shall be issued until full payment has been made. The Corporation may permit such other payment forms as it deems appropriate (including the surrender of Shares in good form for transfer, owned by the Exercise Price person exercising this Option and having an aggregate fair market value on the date of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable exercise equal to the Committee in the Committee's discretionPurchase Price). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determineapplicable laws, may authorize payment regulations and rules. Notwithstanding anything to the contrary contained herein, the exercise of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly Option shall be subject to the Company terms of the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exerciseCorporation’s Xxxxxxx Xxxxxxx Policy, and (ii) to the Company to deliver the certificates no exercise shall be permitted for such purchased shares directly to such brokerage firma fractional share. 8.

Manner of Exercise. The Options that are exercisable portion of the Option shares may be exercised, exercised in whole or in part, part at any time during the option period by delivering (a) giving written notice to the Compensation Committee Grantor specifying the number of the Board of Directors Shares to be purchased; in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares Share increments, (b) accompanied by payment in full of the purchase price, in cash or such number by check and (c) the payment of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject any withholding tax to the Option Company, will be required to withhold as to which the Option is being exercised, and shall be accompanied by full payment a result of the Exercise exercise of the Option. The Purchase Price of the shares of Stock as to which the Option is being exercised shall be paid in full at the time of exercise by any approved method set forth in the Plan. The Optionee shall not have any of the rights of a shareholder with respect to the Stock covered by the Option until the date of the issuance of a stock certificate to Optionee for such shares of Stock. An Optionee shall have the right to dividends and any applicable withholding taxes which other 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 full for such shares and has satisfied such conditions that may be dueimposed by the Grantor with respect to the withholding of taxes. Payment of Subject to the Exercise Price terms and any withholding tax obligations conditions hereof, the Options shall be made in cash (or cash equivalents acceptable exercisable by notice to the Committee in Grantor on the Committee's discretion)form provided by the Grantor, a copy of which is attached hereto. In the Committee's sole and absolute discretionevent that the Options are being exercised by any person or persons other than the Optionee, the Committee may authorize payment notice shall be accompanied by proof, satisfactory to the Grantor, of the Exercise Price right of such person or persons to exercise any right under this Agreement and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmPlan.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice Subject to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form administrative regulations as the Committee may require from time to time; providedtime adopt, however, that the Stock Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number by the delivery of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject an Exercise Notice to the Option as to which the Option is being exercisedCommittee, and the Exercise Date for the Optioned Shares being exercised shall be accompanied by full payment of at least three (3) days after giving such Exercise Notice to the Committee 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, Common Stock as to (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Option is being exercised and any applicable withholding taxes which may be due. Payment of Participant has not acquired from the Company within six (6) months prior to the Exercise Price and any withholding tax obligations shall be made Date; (c) if the Company, in cash its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or cash equivalents its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretionCompany, the Committee may authorize payment to sell certain of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples shares of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment Common Stock purchased upon exercise of the Exercise Price Stock Option or to pledge such shares as collateral for a loan and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to promptly deliver promptly to the Company the aggregate amount of sale or loan proceeds necessary to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and such purchase price; (iid) to by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (e) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be 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 electronically registered in the Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of the Participant’s death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) for delivery of the certificates. The obligation of the Company to register or deliver such purchased shares directly 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 brokerage firmlisting, 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, that portion of the Participant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. The exercisable portion of Option shall be exercised by the Optionee (or other party entitled to exercise the Option shares may be exercised, in whole or in part, under Section 5 of this Agreement) by delivering written notice to the Compensation Committee Company stating the number of shares of Common Stock to be purchased, the Board person or persons in whose name the shares are to be registered, and each such person’s address and social security number. Such notice shall not be effective unless accompanied by the full purchase price for all shares so purchased. The purchase price shall be payable (i) in cash or cash equivalents (payment by certified check, cashier’s check, postal money order or wire transfer shall be considered payment in cash equivalents); (ii) by transfer, either actually or by attestation, to the Company of Directors in accordance Shares, valued at the Fair Market Value of such Shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with Section 5.8 hereof in any applicable withholding taxes; (iii) by a combination of such form as the Committee may require from time to timecash (or cash equivalents) and such Shares; provided, however, that the Option may Optionee shall not be exercised at entitled to tender Shares pursuant to successive, substantially simultaneous exercises of an Option or any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment other stock option of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable Company; or (iv) by withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committeefrom Optionee sufficient Shares, subject to such limitations Option, having an aggregate Fair Market Value at the time of exercise (or next succeeding trading date, if the date of exercise is not a trading date) equal to the total Option Price. Subject to applicable securities laws and Company policy, the Option may also be exercised by delivering a notice of exercise of the Option and simultaneously selling the Shares thereby acquired, pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise noticeOption Price, together with irrevocable instructions: (i) any applicable withholding taxes. Until the Optionee has been issued the Shares subject to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the such exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly he or she shall possess no rights as a stockholder with respect to such brokerage firmShares.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, in whole or in part, by delivering written notice Subject to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form administrative regulations as the Committee may require from time to time; providedtime adopt, however, that the Stock Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number by the delivery of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject an Exercise Notice to the Option as to which the Option is being exercisedCommittee, and the Exercise Date for the Optioned Shares being exercised shall be accompanied by full payment of at least three (3) days after giving the Exercise Notice to the Committee 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, Common Stock as to (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Option is being exercised and any applicable withholding taxes which may be due. Payment of Participant has not acquired from the Company within six (6) months prior to the Exercise Price and any withholding tax obligations shall be made Date; (c) if the Company, in cash its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or cash equivalents its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretionCompany, the Committee may authorize payment to sell certain of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples shares of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment Common Stock purchased upon exercise of the Exercise Price Stock Option or to pledge such shares as collateral for a loan and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to promptly deliver promptly to the Company the aggregate amount of sale or loan proceeds necessary to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and such purchase price; (iid) to by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (e) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be 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 electronically registered in the Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of the Participant’s death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) for delivery of the certificates. The obligation of the Company to register or deliver such purchased shares directly 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 brokerage firmlisting, 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, that portion of the Participant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant.

Manner of Exercise. The exercisable portion Optionee may exercise this Option (to the extent vested) only in the following manner: From time to time prior to the Expiration Date, the Optionee may give written notice, in the form of Appendix A hereto, to the Company of an election to purchase some or all of the Option shares may be exercised, in whole or in part, by delivering written notice to Shares purchasable at the Compensation Committee time of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100))notice. Such Said notice shall specify the number of shares of Stock subject Option Shares to the Option as to which the Option is being exercised, be purchased and shall be accompanied by full payment therefor in cash, certified check, bank check or wire transfer, in U.S. funds, payable to the order of the Exercise Price Company in an amount equal to the exercise price of such Option Shares. Alternatively, the Optionee may make payment for the exercise price in the form of Option Shares that have been beneficially owned by the Optionee for at least six months and with a Fair Market Value equal to the exercise price. With the specific consent of the shares of Stock as to which the Option is being exercised and any applicable withholding taxes which may be due. Payment of the Exercise Price and any withholding tax obligations shall be made Board given in cash (or cash equivalents acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretionwriting, the Committee Optionee may authorize payment of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price by delivering to the Company a promissory note, in form and any withholding tax obligations that may arise substance acceptable to the Board, in a principal amount equal to the exercise price of such Option Shares. No certificates for Option Shares so purchased will be issued to Optionee until the Company has completed all steps required by law to be taken in connection with the exerciseissue and sale of such Option Shares, including without limitation (i) receipt of a representation from the Optionee at the time of exercise of this Option that the Optionee is purchasing the Option Shares for the Optionee's own account and not with a view to any sale or distribution thereof, (ii) the agreement of the Optionee to voluntarily restrict transfers of his or her shares under those terms and conditions set forth in Paragraph 7 hereof, and (iiiii) the legending of any certificate representing the Option Shares to evidence the Company to deliver the certificates for such purchased shares directly to such brokerage firmforegoing representations and restrictions.

Manner of Exercise. The exercisable portion of the Option shares may be exercised, exercised in whole or in partpart at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by delivering written notice of intent to exercise the Option to the Compensation Committee Company at its principal office no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which the Optionee desires to exercise all or any portion of the Board Option, stating the number of Directors Shares to be purchased, the person or persons in accordance with Section 5.8 hereof whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in such form as the Committee may require from time to time; provided, however, that full of the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such Price for the number of shares as Shares with respect to which the Option is then exercisable if such number of shares then exercisable is less than one hundred being exercised (100)). Such notice shall specify the number of shares of Stock subject “Option Payment”) and cash equal to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price of the shares of Stock as to which the Option is being exercised and any applicable required withholding taxes which may be dueas set forth by Internal Revenue Service and applicable State tax guidelines for the employer’s minimum statutory withholding. The Option Payment of the Exercise Price and any withholding tax obligations shall be made in cash or cash equivalents or, in the discretion of the Committee, (i) in whole Shares that have been held by the Optionee for at least six (6) months (or such lesser period as the Committee may permit), valued at the Fair Market Value of such Shares (as determined by the Committee) on the date of exercise (or, if applicable, the next succeeding trading date if the date of exercise is not a trading date), together with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Committee, or (ii) by a combination of such cash (or cash equivalents acceptable to equivalents) and such Shares. In addition, the Committee in its sole discretion may permit the Committee's discretion). In the Committee's sole and absolute discretion, the Committee may authorize payment of the Exercise Price and any withholding tax obligations Option Payment to be made, made in whole or in partpart in the form of an option to acquire Shares or in the form of another Award under the Plan (based, in each case, on the Fair Market Value of such option or Award on the date the Option is exercised, as determined by such other means as the Committee may prescribeCommittee). The Optionee shall not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of the Option may be exercised only in multiples or any other stock option of whole shares and no partial shares shall be issuedthe Company. The Committee, subject to Optionee shall notify the Company of any disposition of Shares acquired under this Agreement if such limitations as it may determine, may authorize payment disposition occurs within two years after the date of grant or one year after the date of exercise of the Exercise Price and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the Company to deliver the certificates for such purchased shares directly to such brokerage firmOption.

Manner of Exercise. The exercisable portion of Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option shares may be exercised, in whole or in part, exercised by delivering the delivery of written notice to the Compensation Committee of the Board of Directors in accordance with Section 5.8 hereof in such form as the Committee may require from time to time; provided, however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify setting forth the number of shares of Common Stock subject to the Option as with respect to which the Stock Option is being exercised, to be exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise Date”) which shall be accompanied by full payment of the date that the Participant has delivered both the Exercise Notice and consideration to the Company with a value equal to the total Option Price of the shares to be purchased (plus any employment tax withholding or other tax payment due with respect to the exercise of the Stock Option). 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, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Option is being exercised and any applicable withholding taxes Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be due. Payment of communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Exercise Price and any withholding tax obligations shall be made in cash (Participant to a broker or cash equivalents dealer, reasonably acceptable to the Committee in the Committee's discretion). In the Committee's sole and absolute discretionCompany, the Committee may authorize payment to sell certain of the Exercise Price and any withholding tax obligations to be made, in whole or in part, by such other means as the Committee may prescribe. The Option may be exercised only in multiples shares of whole shares and no partial shares shall be issued. The Committee, subject to such limitations as it may determine, may authorize payment Common Stock purchased upon exercise of the Exercise Price Stock Option or to pledge such shares as collateral for a loan and any withholding tax obligations in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Company to promptly deliver promptly to the Company the aggregate 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. In the event that shares of Restricted Stock are tendered as consideration for the exercise price of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. If the Participant fails to deliver the consideration described above within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any withholding tax obligations that may arise shares of Common Stock to the Participant in connection with such Exercise Notice. Upon payment of all amounts due from the exerciseParticipant, and the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (iior the person exercising the Participant’s Stock Option in the event of his or her death) to at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the certificates condition that, if at any time the Committee 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 specified in such purchased shares directly notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and the right to purchase such brokerage firmOptioned Shares may be forfeited by the Participant.