Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. (a) Exercise of the Option shall be by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed to the Secretary of the Company at its principal office and specifying the number of Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal to the Fair Market Value of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceeds.

Method of Exercise and Payment. (a) Exercise of Once exercisable, an Option may be exercised in whole or in part by the Option shall be Optionee by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed delivering to the Secretary of the Company at its principal office Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the "Exercise Date") a notice, in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option is being exercised and identifying Shares the Option by date of grantOptionee then desires to acquire (the "Exercise Notice"). Such notice shall The Exercise Notice will be accompanied by the full amount payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be purchased acquired upon such exercise. Such payment will be made in cash cash, by personal or by certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of whole shares of Common Stock of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by you the Participant for at least six months months, or (“b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee Stock”) to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a "cashless exercise" arrangement or program, selected by and approved of in full or partial payment all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Exercise Price. You will receive a credit against Plan and this Agreement, the purchase price Option Shares underlying the exercised portion of the Shares as to which the Option is being exercised equal will be promptly delivered to the Fair Market Value of Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such Optionee Stock as of the close of the business day immediately preceding the date of program, delivery of the notice proceeds of election such sale shall be made to exercise a brokerage account maintained in the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price name of the Shares as to which Optionee with the Option is being exercised will be accepted hereunder. Delivery administrator of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsprogram.

Method of Exercise and Payment. All or part of the Options may be exercised by the Employee upon (a) Exercise the Employee’s written notice to Holding of exercise, (b) the Employee’s payment of the Option shall be by written notice, Price in a form substantially as attached to this Agreement as Schedule A, delivered or mailed to full at the Secretary time of the Company at its principal office and specifying the number of Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased exercise (i) in cash or by certified checkcash equivalents, or by delivery of whole (ii) at any time following a Public Offering, in unencumbered shares of Holding Common Stock owned by you the Employee for at least six (6) months (“Optionee Stock”or such longer period as is required by applicable accounting standards to avoid a charge to earnings) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal to the Fair Market Value of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with having a Fair Market Value up toon the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Holding Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Employee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the shares of Holding Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any Options and, if applicable, receipt of evidence of the Employee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but not exceedingsubject to Section 6 below, Holding shall deliver to the Exercise Price Employee a certificate or certificates representing the shares of Holding Common Stock acquired upon the exercise of such Options, registered in the name of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for Employee, provided that, if Holding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Holding Common Stock, such certificates shall bear the appropriate legend. In addition to the other methods for paying the Option Price provided for in this Section 3, Employee may pay the Option Price by having Holding retain a number of shares of Holding Common Stock that would otherwise be issuable on exercise of the CompanyOptions having a Fair Market Value equal to such Option Price. The Committee It is agreed that Employee may satisfy clause (a) above by delivering written notice to Holding of his desire to pay the Option Price as described in the preceding sentence on or before the Exercise Date and clause (c) above by being reasonably available to execute such agreements on or before the Exercise Date (although Holding may, in its sole discretion, refuse to accept defer issuance of any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Holding Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsuntil such agreements are actually executed).

Method of Exercise and Payment. (a) Exercise of When exercisable under Paragraphs 2, 3 and 4, the Option shall may be exercised by written notice, in a form substantially as attached pursuant to this Agreement as Schedule AParagraph 9, delivered or mailed to the Company's Secretary of the Company at its principal office and specifying the number of Shares as to which the Option is being exercised and identifying the Option by date of grant. Such notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified checkand, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which unless the Option is being exercised equal Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment, in form and substance satisfactory to the Fair Market Value Company, that (i) such Option Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment counsel satisfactory to the Company in blank or with stock powers attachedCompany, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at without violating the office registration provisions of the Act), (ii) the Optionee has been advised and understands that (A) the Option Shares have not been registered under the Act and are "restricted securities" within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (B) the Company is under no obligation to register the Option Shares under the Act or at to take any action which would make available to the offices Optionee any exemption from such registration, (iii) such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other restrictions imposed under the Option may be endorsed on the certificates. Notwithstanding the foregoing, if the Company determines that issuance of the transfer agent appointed for Option Shares should be delayed pending (A) registration under federal or state securities laws, (B) the transfer receipt of shares an opinion that an appropriate exemption from such registration is available, (C) the listing or inclusion of the Company. The Committee may, Option Shares on any securities exchange or an automated quotation system or (D) the consent or approval of any governmental regulatory body whose consent or approval is necessary in its discretion, refuse to accept any tendered payment in connection with the form issuance of such Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company may defer exercise of any Option granted hereunder until any of the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, events described in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsthis Subsection 6(a) has occurred.

Method of Exercise and Payment. (a) Exercise of When exercisable under Section 2, the Option shall may be exercised by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed notice to the Secretary of the Company at its principal office and Company's Chief Financial Officer specifying the number of Option Shares as to which the Option is being exercised and identifying the Option by date of grantbe purchased. Such The notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price aggregate Option Price of the Option Shares as to which the Option is being exercised equal purchased (a) in cash, (b) by certified or cashier's check payable to the Fair Market Value order of the company, (c) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (d) by such other mode of payment as the Committee may approve. Such exercise shall be effective upon the actual receipt by the Company's Chief Financial Officer of such written notice and payment. In addition, except as provided below, the Optionee Stock as may make payment in whole or in part in shares of the close Company's Common Stock held by the Optionee for more than six months. If payment is made in whole or in part in shares of the business day immediately preceding Company's Common Stock, then the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment shall deliver to the Company certificates registered in blank or with stock powers attached, together with a written representation that such the name of the Optionee representing shares of Optionee the Company's Common Stock are legally and beneficially owned by you the Optionee, free and clear of all liens, claims and encumbrances of every kind and such other representations having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Option Price of the Option Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company (or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares relevant portion thereof) with respect to which such this Option is being exercisedto be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. If Common Stock is publicly tradedNotwithstanding the foregoing, the Committee, in its sole discretion, may also permit you refuse to pay accept shares of the Exercise Company's Common Stock in payment of the Option Price or may impose such other limitations and prohibitions on the use of shares of the Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of the Company's Common Stock in cash by delivering payment of the Option Price, any certificates representing shares of the Company Common Stock which were delivered to the Company a copy of irrevocable instructions to a broker to deliver promptly shall be returned to the Company an amount Optionee with notice of sale or loan proceedsthe refusal of the Committee to accept such shares in payment of the Option Price.

Method of Exercise and Payment. (a) Exercise of When exercisable under Section 2, the Option shall may be exercised by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed notice to the Secretary of the Company at its principal office and Company's Treasurer specifying the number of Option Shares as to which be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgement, in form and substance satisfactory to the Company, that the Optionee (a) is being exercised purchasing such Option Shares for investment and identifying not for distribution or resale (other than distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Option by date Shares have not been registered under the Act and are "restricted securities" within the meaning of grantRule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. Such The notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price aggregate Option Price of the Option Shares being purchased (a) in cash, (b) by certified or cashier's check payable to the order of the Company, (c) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as to which the Committee may approve. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee may (1) make a payment of all or any portion of the Option is being exercised equal Price by means of delivery to the Fair Market Value Company of such Optionee Stock as shares of the close Company's Common Stock, (2) make a payment of all or any portion of the business day immediately preceding Option Price by means of having the date of delivery Company withhold a number of the notice Option Shares that would otherwise be issuable to the Optionee upon exercise of election the Option, or (3) have the Company withhold a number of Option Shares that would otherwise be issuable to the Optionee upon exercise of the Option sufficient to cover all or a portion of the Company's tax withholding obligations, if any, with respect to the exercise of the Option. Any If payment is made in whole or in part in shares of the Company's Common Stock, then the Optionee Stock being delivered must be accompanied by a duly executed assignment shall deliver to the Company certificates registered in blank or with stock powers attached, together with a written representation that such the name of the Optionee representing shares of Optionee the Company's Common Stock are legally and beneficially owned by you the Optionee, free and clear of all liens, claims and encumbrances of every kind and such other representations having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Option Price of the Option Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company (or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares relevant portion thereof) with respect to which such this Option is being exercisedto be exercised by payment in shares of Common Stock, accompanied by stock powers duly endorsed in blank by the Optionee. If Common Stock is publicly tradedNotwithstanding the foregoing, the Committee, in its sole discretion, may also permit you refuse to pay accept shares of the Exercise Company's Common Stock in payment of the Option Price or may impose such other limitation and prohibitions on the use of Option Shares or other shares of the Company's Common Stock to exercise this Option as it deems appropriate. In the event the Committee refuses to accept shares of the Company's Common Stock in cash by delivering payment of the Option Price, any certificates representing shares of the Company's Common Stock which were delivered to the Company a copy of irrevocable instructions to a broker to deliver promptly shall be returned to the Company an amount Optionee with notice of sale or loan proceedsrefusal of the Committee to accept such shares in payment of the Option Price.

Method of Exercise and Payment. (a) Exercise of Once exercisable, an Option may be exercised in whole or in part by the Option shall be Optionee by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed delivering to the Secretary of the Company at its principal office Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the “Exercise Date”) a notice, in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option is being exercised and identifying Shares the Option by date of grantOptionee then desires to acquire (the “Exercise Notice”). Such notice shall The Exercise Notice will be accompanied by the full amount payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be purchased acquired upon such exercise. Such payment will be made in cash cash, by personal or by certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of whole shares of Common Stock of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by you the Participant for at least six months months, or (b) some other form of payment acceptable to the Committee. To the extent permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a “Optionee Stock”) cashless exercise” arrangement or program, selected by and approved of in full or partial payment all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Exercise Price. You will receive a credit against Plan and this Agreement, the purchase price Option Shares underlying the exercised portion of the Shares as to which the Option is being exercised equal will be promptly delivered to the Fair Market Value of Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such Optionee Stock as of the close of the business day immediately preceding the date of program, delivery of the notice proceeds of election such sale shall be made to exercise a brokerage account maintained in the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price name of the Shares as to which Optionee with the Option is being exercised will be accepted hereunder. Delivery administrator of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsprogram.

Method of Exercise and Payment. (a) Exercise Each exercise of the Option shall be by means of a written notice, in a form substantially as attached to this Agreement as Schedule A, notice of exercise delivered or mailed to the Secretary of the Company at its principal office (or such other officer as designated by the Committee) and specifying the number of Shares as whole shares with respect to which the Option is being exercised exercised, together with tender to the Company of the full purchase price attributable to the shares to be purchased. Except as otherwise provided for in the Plan and identifying subject to limits that may apply to an “incentive stock option,” as that term is defined in Section 422(b) of the Internal Revenue Code as amended, payment of the exercise price for the number of shares being purchased pursuant to any Option by date of grant. Such notice shall be accompanied made (i) in cash, by check or cash equivalent, (ii) by tender to the full amount of the Exercise Price for the Shares to be purchased in cash or by certified checkCompany, or by delivery attestation to the ownership, of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive Participant having a credit against the purchase price of the Shares as to which the Option is being exercised equal to the Fair Market Value of such Optionee Stock as of not less than the close of the business day immediately preceding the date of exercise price, (iii) by delivery of the a properly executed notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly providing for the assignment to the Company an amount of the proceeds of a sale or loan proceedswith respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System ( a “Cashless Exercise”), (iv) by delivery of a properly executed notice of exercise electing a Net-Exercise, (v) by such other consideration as may be approved by the Company’s Board of Directors from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. Prior to exercising the Option, Participant shall review the Company’s most recent financial statements, reports and other information available to the Company’s stockholders, such that Participant becomes familiar, to Participant’s full satisfaction, with the Company’s affairs, status, prospects and risks. In the event that the Option is to be exercised by any person other than Participant, notice of exercise shall be accompanied by appropriate proof of the right of such person to exercise the Option.

Method of Exercise and Payment. (a) Exercise of When exercisable under Section 2, the Option shall may be exercised by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed notice to the Secretary of the Company at its principal office and Company's Treasurer specifying the number of Option Shares as to which be purchased and, unless the Option Shares are covered by a then current registration statement or a Notification under Regulation A under the Securities Act of 1933 (the "Act"), containing the Optionee's acknowledgment in form and substance satisfactory to the Company, that the Optionee (a) is being exercised purchasing such Option Shares for investment and identifying not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Option by date Shares have not been registered under the Act and are "restricted securities" within the meaning of grantRule 144 under the Act and are subject to restrictions on transfer and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) has been advised and understands that an appropriate legend referring to the restrictions contained in this Option may be endorsed on the certificate. Such The notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price aggregate Option Price of the Option Shares as to which the Option is being exercised equal purchased (a) in cash, (b) by certified or cashier's check payable to the Fair Market Value order of the Company, (c) subject to the terms of the Plan (including without limitation, Section 15 of the Plan) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (d) by such other mode of payment as the Board may approve. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of such written notice and payment. In addition, except as provided below, the Optionee Stock as may make payment in whole or in part in common shares of beneficial interest in the close of Company. If payment is made in whole or in part in such shares, then the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment shall deliver to the Company certificates registered in blank or with stock powers attached, together with a written representation that the name of the Optionee representing such shares of Optionee Stock are legally and beneficially owned by you the Optionee, free and clear of all liens, claims and encumbrances of every kind and such other representations having a fair market value (as determined under the Plan) on the date of delivery that is at least as great as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Option Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such this Option is being exercisedto be exercised by payment in such shares, accompanied by powers duly endorsed in blank by the Optionee. If Common Stock is publicly tradedNotwithstanding the foregoing, the Committee, in its sole discretion, may also permit you refuse to pay accept Shares in payment of the Exercise Option Price or may impose such other limitations and prohibitions on the use of shares of beneficial interest in cash by delivering the Company to exercise this Option as it deems appropriate. In the event the Committee refuses to accept Shares in payment of the Option Price, any certificates representing Shares which were delivered to the Company a copy of irrevocable instructions to a broker to deliver promptly shall be returned to the Company an amount Optionee with notice of sale or loan proceedsthe refusal of the Committee to accept such shares in payment of the Option Price.

Method of Exercise and Payment. (a) Exercise of When exercisable under Section 2, the ------------------------------ Option shall may be exercised by written notice, in a form substantially as attached pursuant to this Agreement as Schedule ASection 8, delivered or mailed to the Secretary of the Company at its principal office and Company's Treasurer specifying the number of Option Shares as to which be purchased and, unless the Option Shares are covered by a then current registration statement under the Securities Act of 1933 (the "Act") and current registrations under all applicable state securities laws, containing the Optionee's acknowledgment, in form and substance satisfactory to the Company, that the Optionee (a) is being exercised purchasing such Option Shares for investment and identifying not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Act), (b) has been advised and understands that (i) the Option by date Shares have not been registered under the Act and are "restricted securities" within the meaning of grantRule 144 under the Act and are subject to restrictions on transfer, and (ii) the Company is under no obligation to register the Option Shares under the Act or to take any action which would make available to the Optionee any exemption from such registration, (c) has been advised and understands that such Option Shares may not be transferred without compliance with all applicable federal and state securities laws, and (d) has been advised that an appropriate legend referring to the foregoing restrictions on transfer may be endorsed on the certificates. Such The notice shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price aggregate Option Price of the Option Shares as to which the Option is being exercised equal purchased (a) in cash, (b) by certified check payable to the Fair Market Value of such Optionee Stock as order of the close Company, or (c) by a combination of the business day immediately preceding foregoing. Such exercise shall be effective upon the actual receipt by the Company's Treasurer of written notice of exercise and payment. In addition, except as provided below, the Optionee may make payment in whole or in part in shares of the Company's Common Stock held by the Optionee. For purposes of determining the amount of payment, such shares shall be valued at their fair market value on the date of delivery exercise as determined by the Board. If payment is made in whole or in part in shares of the notice of election to exercise Company's Common Stock, then the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment shall deliver to the Company certificates registered in blank or with stock powers attached, together with a written representation that such the name of the Optionee representing shares of Optionee the Company's Common Stock are legally and beneficially owned by you the Optionee, free and clear of all liens, claims and encumbrances and of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such other representations as certificates. Notwithstanding the foregoing, the Board, in its sole discretion, may refuse to accept shares of the Company's Common Stock in payment of the Option Price. In that event, any certificates representing shares of the Company's Common Stock which were delivered to the Company shall determinebe returned to the Optionee with notice of the refusal of the Board to accept such shares in payment of the Option Price. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceedingFurthermore, the Exercise Price of Board may impose from time to time such limitations and prohibitions on the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer use of shares of the Company. The Committee may, 's Common Stock for payment upon exercise of the Option as it deems appropriate in its sole discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceeds.

Method of Exercise and Payment. (a) Exercise of Once exercisable, and provided an ------------------------------ Option has not been forfeited in accordance with the Plan and this Agreement, an Option shall may be exercised in whole or in part by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed the Optionee by delivering to the Secretary of the Company at its principal office Corporation or his designated agent on any business day (the "Exercise Date") a written notice (including, to the extent so permitted by the Committee, an electronically transmitted notice), in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option is being exercised and identifying Shares the Option by date of grantOptionee then desires to acquire (the "Exercise Notice"). Such notice shall The Exercise Notice will be accompanied by the full amount payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be purchased acquired upon such exercise. Such payment will be made in cash cash, by personal or by certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of whole of, alone or in conjunction with a partial cash or instrument payment, (a) shares of Common Stock already owned by you the Participant for at least six months months, or (“Optionee Stock”b) in full or partial some other form of payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal acceptable to the Fair Market Value of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the CompanyCommittee. The Committee maymay also permit the Optionee to simultaneously exercise an Option and sell the shares of Common Stock thereby acquired pursuant to a Cashless Exercise arrangement or program, selected by and approved of in its discretion, refuse all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusalcollection. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares The Exercise Date with respect to which such a Cashless Exercise will be the date the broker executes the sale of exercised Shares. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is being exercisedexercised may not be exercised again. If Common Stock is publicly tradedUpon exercise in accordance with the terms of the Plan and this Agreement, the Committee, in its discretion, may also permit you to pay Option Shares underlying the Exercise Price in cash by delivering exercised portion of the Option will be promptly delivered to the Company a copy of irrevocable instructions to a broker to deliver promptly Optionee, or as otherwise directed by the Optionee. Notwithstanding anything herein to the Company an amount contrary, no fractional Option Shares will be issued or delivered pursuant to any Award. The Committee shall determine whether cash, other securities or other property will be paid or transferred in lieu of sale any fractional Option Shares or loan proceedswhether any rights thereto shall be canceled, terminated or otherwise eliminated.

Method of Exercise and Payment. (a) Exercise of Once exercisable, and provided an Option has not been forfeited in accordance with the Plan and this Agreement, an Option shall may be exercised in whole or in part by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed the Optionee by delivering to the Secretary of the Company at its principal office Corporation or his designated agent on any business day (the “Exercise Date”) a written notice (including, to the extent so permitted by the Committee, an electronically transmitted notice), in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option is being exercised and identifying Shares the Option by date of grantOptionee then desires to acquire (the “Exercise Notice”). Such notice shall The Exercise Notice will be accompanied by the full amount payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be purchased acquired upon such exercise. Such payment will be made in cash cash, by, personal or by certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of whole of, alone or in conjunction with a partial cash or instrument payment, (a) shares of Common Stock already owned by you the Participant for at least six months months, or (“Optionee Stock”b) in full or partial some other form of payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal acceptable to the Fair Market Value of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the CompanyCommittee. The Committee maymay also permit the Optionee to simultaneously exercise an Option and sell the shares of Common Stock thereby acquired pursuant to a Cashless Exercise arrangement or program, selected by and approved of in its discretion, refuse all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusalcollection. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares The Exercise Date with respect to which such a Cashless Exercise will be the date the broker executes the sale of exercised Shares. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is being exercisedexercised may not be exercised again. If Common Stock is publicly tradedUpon exercise in accordance with the terms of the Plan and this Agreement, the Committee, in its discretion, may also permit you to pay Option Shares underlying the Exercise Price in cash by delivering exercised portion of the Option will be promptly delivered to the Company a copy of irrevocable instructions to a broker to deliver promptly Optionee, or as otherwise directed by the Optionee. Notwithstanding anything herein to the Company an amount contrary, no fractional Option Shares will be issued or delivered pursuant to any Award. The Committee shall determine whether cash, other securities or other property will be paid or transferred in lieu of sale any fractional Option Shares or loan proceedswhether any rights thereto shall be canceled, terminated or otherwise eliminated.

Method of Exercise and Payment. (a) Exercise of Once exercisable, an Option may be exercised in whole or in part by the Option shall be Optionee by written notice, in a form substantially as attached to this Agreement as Schedule A, delivered or mailed delivering to the Secretary of the Company at its principal office Corporation or his designated agent (who, for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such program, shall be the administrator of such program) on any business day (the “Exercise Date”) a notice, in such manner and form as may be required by the Corporation, specifying the number of Shares as to which the Option is being exercised and identifying Shares the Option by date of grantOptionee then desires to acquire (the “Exercise Notice”). Such notice shall The Exercise Notice will be accompanied by the full amount payment of the aggregate Per Share Exercise Price applicable to such Option for such number of the Option Shares to be purchased acquired upon such exercise. Such payment will be made in cash cash, by personal or by certified check, bank draft or money order payable to the order of the Corporation or, if permitted by the Committee (in its sole discretion) and applicable law, rule or regulation, by delivery of whole shares of Common Stock of, alone or in conjunction with a partial cash or instrument payment, (a) Shares already owned by you the Participant for at least six months months, or (b) some other form of payment acceptable to the Committee. To the extend permitted by law, the Committee may also allow the Optionee to simultaneously exercise an Option and sell the Shares thereby acquired pursuant to a “Optionee Stock”) cashless exercise” arrangement or program, selected by and approved of in full or partial payment all respects in advance by the Committee. Payment instruments will be received by the Corporation subject to collection. The proceeds received by the Corporation upon the exercise of any Option may be used by the Corporation for general corporate purposes. Any portion of an Option that is exercised may not be exercised again. Upon exercise in accordance with the terms of the Exercise Price. You will receive a credit against Plan and this Agreement, the purchase price Option Shares underlying the exercised portion of the Shares as to which the Option is being exercised equal will be promptly delivered to the Fair Market Value of Optionee, except that for so long as the Corporation maintains a “cashless exercise” program and the Optionee exercises and sells Option Shares through such Optionee Stock as of the close of the business day immediately preceding the date of program, delivery of the notice proceeds of election such sale shall be made to exercise a brokerage account maintained in the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price name of the Shares as to which Optionee with the Option is being exercised will be accepted hereunder. Delivery administrator of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly traded, the Committee, in its discretion, may also permit you to pay the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsprogram.

Method of Exercise and Payment. (a) Exercise of the Option This option shall be exercised by ------------------------------ written notice, in a form substantially as attached to this Agreement as Schedule A, notice delivered or mailed to the Corporate Secretary of the Company at its principal office Corporation on and specifying in the form authorized by the Corporation, accompanied by payment of the option price for the number of Shares as to which the Option is being exercised shares specified and identifying the Option by date of grantpaid for in such exercise. Such notice The Corporation shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by then make delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full such shares, provided that if any law or partial payment of regulation requires the Exercise Price. You will receive a credit against the purchase price of the Shares Corporation, as it determines, to which the Option is being exercised equal take any action with respect to the Fair Market Value of shares specified in such Optionee Stock as of notice before the close of the business day immediately preceding issuance thereof, then the date of delivery of such shares shall be extended for the notice of election period necessary to exercise the Optiontake such action. Any The Optionee Stock being delivered must be accompanied by a duly executed assignment agrees to pay to the Company Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in blank connection with this option, or with stock powers attachedthe Optionee's exercise thereof; and the Corporation shall have the right, together with a written representation that without the Optionee's prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of Optionee Common Stock are owned by you free that would otherwise be transferred and clear of all liensdelivered to the Optionee, claims and encumbrances and such other representations as with any shares so withheld to be valued at the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price (as defined in Section 2(i) of the Shares as to which Plan) on the Option is being exercised will be accepted hereunderdate of such withholding. Delivery The Optionee, with the consent of the Shares of Optionee Stock Corporation, may be made at satisfy such withholding tax by delivery and transfer to the office of the Company or at the offices of the transfer agent appointed for the transfer Corporation of shares of Common Stock of the CompanyCorporation previously owned by the Optionee for at least six months, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such delivery. The Committee maypurchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly tradedalternative, the Committee, in its discretionOptionee (or other person authorized to exercise this option), may also permit you to (i) pay the Exercise Price in cash purchase price of such shares by delivering to the Company Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a broker stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and deliver promptly to the Company Corporation an amount of sale proceeds sufficient to pay the purchase price, or loan proceeds(ii) pay the purchase price in shares of Common Stock of the Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to any other option or participant under the Plan. Any payment other than by cash or check shall be made only at the time and in the manner which the Corporation determines is necessary to comply with any applicable provisions of SEC Rule 16b-3 (as defined in Section 2(r) of the Plan).

Method of Exercise and Payment. (a) Exercise of the Option This option shall be exercised by written notice, in a form substantially as attached to this Agreement as Schedule A, notice delivered or mailed to the Corporate Secretary of the Company at its principal office Corporation on and specifying in the form authorized by the Corporation, accompanied by payment of the option price for the number of Shares as to which the Option is being exercised shares specified and identifying the Option by date of grantpaid for in such exercise. Such notice The Corporation shall be accompanied by the full amount of the Exercise Price for the Shares to be purchased in cash or by certified check, or by then make delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full such shares, provided that if any law or partial payment of regulation requires the Exercise Price. You will receive a credit against the purchase price of the Shares Corporation, as it determines, to which the Option is being exercised equal take any action with respect to the Fair Market Value of shares specified in such Optionee Stock as of notice before the close of the business day immediately preceding issuance thereof, then the date of delivery of such shares shall be extended for the notice of election period necessary to exercise the Optiontake such action. Any The Optionee Stock being delivered must be accompanied by a duly executed assignment agrees to pay to the Company Corporation any applicable federal, state, or local income, employment, social security, medicare, or other withholding tax obligation arising in blank connection with this option, or with stock powers attachedthe Optionee’s exercise thereof; and the Corporation shall have the right, together with a written representation that without the Optionee’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the shares of Optionee Common Stock are owned by you free that would otherwise be transferred and clear of all liensdelivered to the Optionee, claims and encumbrances and such other representations as with any shares so withheld to be valued at the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price (as defined in Section 2[k] of the Shares as to which Plan) on the Option is being exercised will be accepted hereunderdate of such withholding. Delivery The Optionee, with the consent of the Shares of Optionee Stock Corporation, may be made at satisfy such withholding tax by delivery and transfer to the office of the Company or at the offices of the transfer agent appointed for the transfer Corporation of shares of Common Stock of the CompanyCorporation previously owned by the Optionee, with any shares so delivered and transferred to be valued at the Fair Market Value on the date of such delivery. The Committee maypurchase price of shares subject to this option shall be paid in cash, or by bank-certified, cashiers, or personal check subject to collection; or, in its discretion, refuse to accept any tendered payment in the form of Shares, in which case it shall deliver the tender back to you and notify you of its refusal. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly tradedalternative, the Committee, in its discretionOptionee (or other person authorized to exercise this option), may also permit you to (i) pay the Exercise Price in cash purchase price of such shares by delivering to the Company Corporation a properly executed exercise notice together with a copy of irrevocable instructions to a broker stockbroker to sell immediately some or all of the shares acquired by the exercise of the option and deliver promptly to the Company Corporation an amount of sale proceeds sufficient to pay the purchase price, or loan proceeds(ii) pay the purchase price in shares of Common Stock of the Corporation transferred and surrendered by the Optionee to the Corporation, or (iii) any combination of the foregoing means of payment; provided, that the making of any payment by the Optionee other than by cash or check shall be subject to any conditions, rules, regulations, and procedures which the Corporation may adopt or prescribe, which shall be effective as to the exercise of this option to the extent provided therein, without regard to the form of payment otherwise allowed or authorized with respect to any other option or participant under the Plan. If the Optionee is a Section 16 Person (as defined in Section 2[x] of the Plan), any payment other than by cash or check shall be made only at the time and in the manner which the Corporation determines is necessary to comply with any applicable provisions of SEC Rule 16b-3 (as defined in Section 2[w] of the Plan).

Method of Exercise and Payment. (a) Exercise Each exercise of the Option shall be by means of a written notice, notice of exercise (substantially in a the form substantially attached hereto as attached to this Agreement as Schedule Exhibit “A, ”) delivered or mailed to the Secretary of the Company at its principal office Corporation (or other designated officer) and specifying the number of whole Shares as with respect to which the Option is being exercised and identifying exercised, together with tender to the Option by date Corporation of grant. Such notice shall be accompanied by the full amount of the Exercise Price for attributable to the Shares to be purchased in cash or by certified a cashier’s check, or by delivery of whole shares of Common Stock owned by you for at least six months (“Optionee Stock”) in full or partial payment of the Exercise Price. You will receive a credit against the purchase price of the Shares as to which the Option is being exercised equal to the Fair Market Value of such Optionee Stock as of the close of the business day immediately preceding the date of delivery of the notice of election to exercise the Option. Any Optionee Stock being delivered must be accompanied by a duly executed assignment to the Company in blank or with stock powers attached, together with a written representation that such shares of Optionee Stock are owned by you free and clear of all liens, claims and encumbrances and such other representations as the Company shall determine. Only whole shares of Optionee Stock with a Fair Market Value up to, but not exceeding, the Exercise Price of the Shares as to which the Option is being exercised will be accepted hereunder. Delivery of the Shares of Optionee Stock may be made at the office of the Company or at the offices of the transfer agent appointed for the transfer of shares of the Company. The Committee may, in its discretionsole discretion and in accordance with the Plan, refuse permit Employee to accept exercise the Option by paying any tendered part of the Price by delivery to the Corporation of shares of common stock of the Corporation then owned by Employee having a Fair Market Value on the date of exercise of the Option equal to the total Price of the Shares being purchased (or such portion of the total Price that Employee intends to pay by delivery of previously acquired shares). If payment is made by delivery of previously acquired shares, the certificate(s) representing such Shares shall be duly executed in blank by Employee or shall be accompanied by a stock power, duly executed in blank, for the form purpose of Sharestransferring such shares to the Corporation. Fair Market Value shall be determined by the Committee in accordance with the terms of the Plan. Fractional shares will not be accepted as payment of any portion of the Price. Prior to exercising the Option, in which case it Employee shall deliver review the tender back Corporation’s most recent financial statements, reports and other information available to you the Corporation’s stockholders, such that Employee becomes familiar, to Employee’s full satisfaction, with the Corporation’s affairs, status, prospects and notify you of its refusalrisks. In order to preserve your rights under any Option, you must, within three business days after such notification, tender to the Company event that the cash or certified check required to pay for the Shares with respect to which such Option is being exercised. If Common Stock is publicly tradedto be exercised by any person other than Employee, notice of exercise shall be accompanied by appropriate proof of the Committee, in its discretion, may also permit you right of such person to pay exercise the Exercise Price in cash by delivering to the Company a copy of irrevocable instructions to a broker to deliver promptly to the Company an amount of sale or loan proceedsOption.