Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action with respect to the shares of Stock specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this Agreement and the Plan, the The Option may be exercised for the number of Shares specified in whole or in part by the transmittal of a written notice delivered to the Company at its principal place of business. Such notice shall specify least 10 days prior to the number of shares of Stock date on which the Grantee elects to purchasepurchase is requested, shall be signed by the Grantee and shall be accompanied by full payment in cash, or, with the consent of the Option Price for Committee, in Common Stock or by a promissory note payable to the shares order of Stock the Company which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company Committee. Such payment may, with the written consent of the Committee, also consist of a cash down payment and delivery of such a promissory note in the amount of the unpaid Option Exercise Price. In the discretion of and subject to the conditions as may be established by the Committee, payment of the Option Exercise Price plus applicable may also be made by the Company retaining from the Shares to be delivered upon exercise of the Option, or portion thereof, that number of Shares having a Fair Market Value on the date of exercise equal to the Option Exercise Price of the number of Shares with respect to which the Optionee exercises the Option, or portion thereof. Such payment may also be made in such other manner as the Committee determines is appropriate, in its sole discretion, subject to the restrictions set forth in this Agreement. If upon exercise of all or a portion of the Option there shall be payable by the Company or a Subsidiary any amount for income tax withholding; , then, at the Company's option and as a condition to such exercise, either (iia) by the tender or attestation Company shall reduce the number of Shares to be issued to the Company Optionee by a number of shares Shares of Common Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is exercise equal to the amount of cash that would otherwise be required for payment; such income tax withholding or (iiib) by authorizing a Company-approved third party to remit the Optionee shall pay such amount to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Lawsor its Subsidiary, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listedas applicable. If any Applicable Laws require applicable law requires the Company to take any action with respect to the shares of Stock Shares specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such sharesthe Shares, then the Company shall take such action and the day for delivery of such shares Shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. (a) Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock which the Grantee elects to purchase, shall be signed by the Grantee and shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action with respect to the shares of Stock specified in the written notice of exercise, or if any action remains to be taken under the Articles articles of Incorporation incorporation or Bylaws bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock Shares which the Grantee Optionee elects to purchase, shall be signed by the Grantee Optionee and shall be accompanied by payment of the Option Price exercise price for the shares of Stock Shares which the Grantee Optionee elects to purchase. Except as otherwise provided by the Compensation Committee of the Board or such other committee designated to administer the Plan (the “Committee”) before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable by check payable to the Company in for the amount of full exercise price plus the Option Price plus applicable tax withholdingwithholding resulting from such exercise; (ii) by the tender or attestation to the Company delivery of shares of Common Stock owned by the Grantee which, if acquired from the Company, have been owned Optionee for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on as of the date of exercise) that is equal to the amount of cash that would otherwise be required for paymentrequired; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price exercise price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state State or federal Federal securities laws or the rules and regulations of any Stock Exchange securities exchange on which the Common Stock is listedtraded. If any Applicable Laws require applicable law requires the Company to take any action with respect to the shares of Stock Shares specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such sharesthe Shares, then the Company shall take such action and the day for delivery of such shares Shares shall be extended for the period necessary to take such action. No Grantee Optionee shall have any of the rights of a shareholder of the Company under the any Option unless and until shares of Stock Shares are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock Shares which the Grantee Optionee elects to purchase, shall be signed by the Grantee Optionee and shall be accompanied by payment of the Option Price exercise price for the shares of Stock Shares which the Grantee Optionee elects to purchase. Except as otherwise provided by the Compensation Committee of the Board or such other Board committee designated to administer the Plan (the "Committee") before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable by check payable to the Company in for the amount of full exercise price plus the Option Price plus applicable tax withholdingwithholding resulting from such exercise; (ii) by the tender or attestation to the Company delivery of shares of Common Stock owned by the Grantee which, if acquired from the Company, have been owned Optionee for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on as of the date of exercise) that is equal to the amount of cash that would otherwise be required for paymentrequired; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price exercise price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state State or federal Federal securities laws or the rules and regulations of any Stock Exchange securities exchange on which the Common Stock is listedtraded. If any Applicable Laws require applicable law requires the Company to take any action with respect to the shares of Stock Shares specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such sharesthe Shares, then the Company shall take such action and the day for delivery of such shares Shares shall be extended for the period necessary to take such action. No Grantee Optionee shall have any of the rights of a shareholder of the Company under the any Option unless and until shares of Stock Shares are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this the Agreement and the Plan, the Option may be exercised in whole or in part by the transmittal of a written notice to the Company at its principal place of business. Such notice shall specify the number of shares of Stock Shares which the Grantee Optionee elects to purchase, shall be signed by the Grantee Optionee and shall be accompanied by payment of the Option Price exercise price for the shares of Stock Shares which the Grantee Optionee elects to purchase. Except as otherwise provided by the Compensation Committee of the Board or such other Board committee designated to administer the Plan (the "Committee"), before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable by check payable to the Company in for the amount of the Option Price plus applicable full exercise price and any tax withholdingwithholding resulting from such exercise; (ii) by the tender or attestation to the Company delivery of shares of Common Stock owned by the Grantee which, if acquired from the Company, have been owned Optionee for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on as of the date of exercise) that is equal to the amount of cash that would otherwise be required for paymentrequired; or (iii) by authorizing a Company-approved third party to sell the Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price exercise price and any tax withholding from such exercise. The Company may instruct the broker to deposit the entire sale proceeds into a Company-owned account for further distribution to the Optionee, net of the entire exercise price, any tax withholding resulting from such exercise, and any commissions or other costs to effect the sale. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state State or federal Federal securities laws or the rules and regulations of any Stock Exchange securities exchange on which the Stock is listedtraded. If any Applicable Laws require applicable law requires the Company to take any action with respect to the shares of Stock Shares specified in the written notice of exercise, or if any action remains to be taken under the Articles Certificate of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such sharesthe Shares, then the Company shall take such action and the day for delivery of such shares Shares shall be extended for the period necessary to take such action. No Grantee Optionee shall have any of the rights of a shareholder of the Company under the any Option unless and until shares of Stock Shares are fully paid and duly issued upon exercise of the Option.

Procedure for Exercise. Subject to this Agreement and the Plan, The Optionee may exercise the Option may be exercised in whole or in part by the transmittal of a delivering written notice to the Secretary of the Company at its principal place of business. Such notice shall specify including the number of shares of Stock with respect to which the Grantee elects Option is being exercised and the address to purchase, shall which the certificates for such shares are to be signed by the Grantee and mailed. The notice shall be accompanied by payment by, at the Optionee’s choice, cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Option Price for the Company, certificates representing shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company of shares of Stock already owned by the Grantee whichOptionee, if acquired from duly endorsed for transfer to the Company, have been owned for at least six months and acceptable or any combination of the preceding, equal in value to the Committee having an aggregate Fair Market Value (valued Exercise Price. The Committee, in its sole discretion, may allow the Optionee to exercise the Option under a “cashless exercise” arrangement as described in Section VII(d) of the Plan. The Optionee may deliver the notice by telecopy, provided that the Company receives the Exercise Price of such shares via wire transfer on the date of exercise) that is equal to same day it receives the amount of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion telecopy transmission of the sale proceeds to pay the entire Option Price and any tax withholding from such exercisenotice. The Option shall not be exercisable if deemed to have been exercised immediately before the close of business on the date the Company receives (i) written notice of such exercise and (ii) payment in full of the Exercise Price for the number of shares for which Options are being exercised, and the Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to the extent Optionee certificates for the Company determines that such exercise would violate any provision number of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action shares with respect to which the shares of Stock Option has been exercised, issued in the Optionee’s name or such other name as the Optionee directs. Delivery shall be deemed effected when the Company’s stock transfer agent deposits such certificates in the United States mail, addressed to the Optionee at the address specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Optionnotice.

Procedure for Exercise. Subject to this Agreement and the Plan, The Optionee may exercise the Option may be exercised in whole or in part by the transmittal of a delivering written notice to the Secretary of the Company at its principal place of business. Such notice shall specify including the number of shares of Stock with respect to which the Grantee elects Option is being exercised and the address to purchase, shall which the certificates for such shares are to be signed by the Grantee and mailed. The notice shall be accompanied by payment by, at the Optionee’s choice, (i) cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Option Price for the Company, (ii) certificates representing shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company of shares of Stock already owned by the Grantee whichOptionee, if acquired from duly endorsed for transfer to the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit any combination of the preceding, equal in value to the Company aggregate Exercise Price. The Committee, in its sole discretion, may allow the Optionee to exercise the Option under a sufficient portion “cashless exercise” arrangement as described in Section VII(d) of the sale proceeds to pay Plan. The Optionee may deliver the entire Option notice by telecopy, provided that the Company receives the Exercise Price and any tax withholding from of such exerciseshares via wire transfer on the same day it receives the telecopy transmission of the notice. The Option shall not be exercisable if deemed to have been exercised immediately before the close of business on the date the Company receives (i) written notice of such exercise and (ii) payment in full of the Exercise Price for the number of shares for which Options are being exercised, and the Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to the extent Optionee certificates for the Company determines that such exercise would violate any provision number of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action shares with respect to which the shares of Stock Option has been exercised, issued in the Optionee’s name or such other name as the Optionee directs. Delivery shall be deemed effected when the Company’s stock transfer agent deposits such certificates in the United States mail, addressed to the Optionee at the address specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Optionnotice.

Procedure for Exercise. Subject to the Required Approvals, at any time after all or any portion of the Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement and the PlanAgreement, Optionee may exercise all or any portion of the Option may be exercised in whole or in part granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by the transmittal of a delivering written notice of exercise to the Company at its principal place of business. Such notice shall specify (the number of shares of Stock “Exercise Notice”), which the Grantee elects to purchaseExercise Notice is attached hereto as Exhibit B, shall be signed by the Grantee and shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part together with (i) a written acknowledgment that Optionee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionee regarding the Company and its Subsidiaries and (ii) payment in cash full by delivery of a cashier’s, personal or cash equivalents acceptable certified check or wire transfer of immediately available funds to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount number of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Laws, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company to take any action with respect to the shares of Stock specified in the written notice of exercise, or if any action remains Shares to be taken under acquired multiplied by the Articles of Incorporation or Bylaws of the Company, as in effect at the time, option exercise price. As a condition to effect due issuance of such shares, then the Company shall take such action and the day for delivery of such shares shall be extended for the period necessary to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Option., Optionee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Optionee to make an informed investment decision. In the event that, at the time of the exercise of the Option, the Option Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), the Optionee will deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit C.

Procedure for Exercise. Subject to this Agreement and the Plan, the The Option herein granted may be exercised in whole or in part by the transmittal delivery by Optionee of a written notice to the Secretary of the Company at its principal place of business. Such notice shall specify setting forth the number of shares of Stock with respect to which the Grantee elects to purchase, shall be signed by the Grantee and Option is being exercised. The notice shall be accompanied by payment (i) cash, cashier’s check, bank draft, or postal or express money order payable to the order of the Option Price for Company, or wire transfer, (ii) if permitted by the Committee, shares of Stock which theretofore owned by Optionee duly endorsed for transfer to the Grantee elects to purchase. Except as otherwise provided Company, (iii) if permitted by the Committee before Committee, the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company in the amount of the Option Price plus applicable tax withholding; (ii) by the tender or attestation to the Company Company’s withholding of shares of Stock owned by the Grantee which, if acquired from the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or issued on exercise of the Option, (iiiiv) if the Stock is registered under the Securities Exchange Act of 1934, as amended, and to the extent permitted by authorizing law, instructions to a Company-approved third party broker to remit deliver to the Company a sufficient portion the total payment required, all in accordance with the regulations of the sale proceeds Federal Reserve Board, (v) such other consideration as the Committee may permit, or (vi) any combination of the preceding, equal in value to pay the entire Option Price and any tax withholding from aggregate exercise price. Notice may be delivered by facsimile. The notice shall specify the address to which the certificates for such exerciseshares are to be mailed. The Option shall not be exercisable if and deemed to have been exercised immediately prior to the extent close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which the Option is being exercised are both received by the Company determines that and Optionee shall be treated for all purposes as the record holder of such exercise would violate any provision shares of Applicable LawsStock as of such date. As promptly as practicable after receipt of such written notice and payment, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company shall deliver to take any action Optionee certificates for the number of shares with respect to the shares which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of Stock specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take have deposited such action and certificates in the day for delivery of such shares shall be extended for United States mail, addressed to Optionee at the period necessary address specified pursuant to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Optionthis Section 4.

Procedure for Exercise. Subject to this Agreement and the Plan, the The Option herein granted may be exercised in whole or in part by the transmittal delivery by Optionee of a written notice to the Secretary of the Company at its principal place of business. Such notice shall specify setting forth the number of shares of Common Stock with respect to which the Grantee elects to purchase, shall be signed by the Grantee and Option is being exercised. The notice shall be accompanied by payment of the Option Price for the shares of Stock which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash at the election of the Optionee, by cash, cashier’s check, bank draft, or cash equivalents acceptable postal or express money order payable to the Company in the amount order of the Option Price plus applicable tax withholding; Company, (ii) as allowed by the tender or attestation to the Company of Committee, by certificates representing shares of Common Stock theretofore owned by the Grantee which, if acquired from Optionee duly endorsed for transfer to the Company, have been owned for at least six months and acceptable to the Committee having an aggregate Fair Market Value (valued on the date of exercise) that is equal to the amount of cash that would otherwise be required for payment; or (iii) by authorizing a Company-approved third party to remit any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company a sufficient portion via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the sale proceeds to pay exercise price for the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent number of shares for which Options are being exercised are both received by the Company determines that and Optionee shall be treated for all purposes as the record holder of such exercise would violate any provision shares of Applicable LawsCommon Stock as of such date. As promptly as practicable after receipt of such written notice and payment, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listed. If any Applicable Laws require the Company shall deliver to take any action Optionee certificates for the number of shares with respect to the shares which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of Stock specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such shares, then the Company shall take have deposited such action and certificates in the day for delivery of such shares shall be extended for United States mail, addressed to Optionee at the period necessary address specified pursuant to take such action. No Grantee shall have any of the rights of a shareholder of the Company under the Option unless and until shares of Stock are fully paid and duly issued upon exercise of the Optionthis Section 4.

Procedure for Exercise. Subject to this Agreement and the Plan, the The Option may be exercised for the number of Shares specified in whole or in part by the transmittal of a written notice delivered to the Company at its principal place of business. Such notice shall specify least ten days prior to the number of shares of Stock date on which the Grantee elects to purchasepurchase is requested, shall be signed by the Grantee and shall be accompanied by full payment in cash, or, with the consent of the Option Price for Committee, in Common Stock or by a promissory note payable to the shares order of Stock the Company which the Grantee elects to purchase. Except as otherwise provided by the Committee before the Option is exercised, such payment may be made in whole or in part (i) in cash or cash equivalents acceptable to the Company Committee. Such payment may, with the consent of the Committee, also consist of a cash down payment and delivery of such a promissory note in the amount of the Option Price plus applicable tax withholding; (ii) unpaid option exercise price. In the discretion of and subject to the conditions as may be established by the tender or attestation to Committee, payment of the option exercise price may also be made by the Company of shares of Stock owned by the Grantee which, if acquired retaining from the CompanyShares to be delivered upon exercise of the Option, have been owned for at least six months and acceptable to the Committee or portion thereof, that number of Shares having an aggregate Fair Market Value (valued a fair market value on the date of exercise equal to the option exercise price of the number of Shares with respect to which the Optionee exercises the Option, or portion thereof. Such payment may also be made in such other manner as the Committee determines is appropriate, in its sole discretion, subject to the restrictions set forth in the Plan. If upon exercise of all or a portion of the Option there shall be payable by the Company or a Subsidiary any amount for income tax withholding, then, at the Company's option and as a condition to such exercise, either (i) that is the Company shall reduce the number of Shares to be issued to the Optionee by a number of Shares of Common Stock having an aggregate fair market value on the date of exercise equal to the amount of cash that would otherwise be required for payment; such income tax withholding or (iiiii) by authorizing a Company-approved third party to remit the Optionee shall pay such amount to the Company a sufficient portion of the sale proceeds to pay the entire Option Price and any tax withholding from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any provision of Applicable Lawsor its Subsidiary, including applicable state or federal securities laws or the rules of any Stock Exchange on which the Stock is listedas applicable. If any Applicable Laws require applicable law requires the Company to take any action with respect to the shares of Stock Shares specified in the written notice of exercise, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company, as in effect at the time, to effect due issuance of such sharesthe Shares, then the Company shall take such action and the day for delivery of such shares Shares shall be extended for the period necessary to take such action. No Grantee Optionee shall have any of the rights of a shareholder of the Company under the any Option unless and until shares of Stock the Shares are fully paid and duly issued upon exercise or transferred to the Optionee in accordance with the terms of the OptionAward.