Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. The Warrant Holder may exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by delivering to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company of the Exercise Amount, at the election of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof).

Exercise and Payment. The Warrant Holder (a) Except as may exercise this Warrant otherwise be provided by the Committee in whole or in partan Award Agreement, at any time or from time to time on any Business Day on or prior to Options shall be exercised by the Expiration Date, by delivering delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (1including any applicable tax withholding) for the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company Shares made by any one or more of the following means on the Exercise Amount, at Date (or such other date as may be permitted in writing by the election Secretary of the Warrant Holder, either:Company): (i) by cash, personal check, money order, cashier’s check, or wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount,transfer; (ii) by receiving from with the Company approval of the number Committee, Shares or Shares of Warrant Shares equal to (A) Restricted Stock valued at the number Fair Market Value of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based Share on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, Date; or (iii) any combination subject to applicable law and the Company’s policies, through the sale of the foregoing. Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Company acknowledges that the provisions Committee may, in its discretion, specify that, if any Shares of clause Restricted Stock (ii“Tendered Restricted Shares”) are intendedused to pay the Option Price, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (iii) will qualify as a conversion, within all the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the Shares acquired on exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Option shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish. (e) No payment or issuance of Shares in respect of an exercised Options shall be made unless applicable tax withholding requirements have been satisfied in accordance with Section 5(m) hereof)17.1 or otherwise.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”), and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The Warrant Holder obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may exercise this Warrant not be exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or from time to time on any Business Day on or prior conditions not reasonably acceptable to the Expiration Date, by delivering Committee. If the Participant fails to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company pay for any of the Exercise AmountOptioned Shares specified in such notice or fails to accept delivery thereof, at the election that portion of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of DirectorParticipant’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value Stock Option and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Participant shall be subject forfeit the right to Section 5(m) hereof)purchase such Optioned Shares.

Exercise and Payment. The Warrant Holder may Options granted under this Section 6 shall be exercised by the delivery of a written (or electronic) notice of exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration DateCompany, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by delivering full payment for the Shares and all applicable tax withholding. The Option Price and applicable tax withholding upon exercise of any Option shall be payable to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company of the Exercise Amount, at the election of the Warrant Holder, full either: (ia) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amountcash or its equivalent, (iib) by receiving from the Company the number of Warrant tendering previously acquired whole Shares equal (held for any minimum period needed to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior avoid adverse impacts to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such dayCompany’s earnings for financial reporting purpose), equal to valued at their Fair Market Value at the Exercise Amounttime of exercise, with such documentation as the Committee may require, or (iiic) any a combination (a) and (b). In addition, payment of the foregoing. The Company acknowledges Option Price and applicable tax withholding may be payable by one or more of the following methods upon written consent from the Committee if such method will not result in a charge to the Company’s earnings for financial reporting purposes: (d) by a “net exercise” in which whole Shares that otherwise would be acquired on exercise are withheld (valued at their Fair Market Value at the provisions time of clause exercise), (iie) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 by tendering other Awards payable under the Securities ActPlan, or (f) by cashless exercise through delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of all or a portion of the whole Shares being exercised. At To the request extent the Option Price and applicable tax withholding would require the sale or delivery of a fractional Share, any Warrant HolderShares sold or delivered shall be rounded down to the next whole Share and the Participant shall pay the remainder using method (a) above. As soon as practicable after receipt of a written (or electronic) notification of exercise and full payment, the Company will accept reasonable modifications shall deliver, electronically or in paper form, the Shares to the exchange procedures provided for in this Section in order to accomplish such intentParticipant. For all purposes of this Warrant (other than this Section 2(a)), No Participant shall have any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days rights of a request by shareholder with respect to Shares subject to an Option, including any right to receive dividends, to vote, or to participate in the Warrant Holder of its determination equity of the Appraised Value Company, until such Option has been exercised and the number of Warrant Shares issuable payment made in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)full as provided herein.

Exercise and Payment. The Warrant Holder may exercise (a) At any time before December 31, 2008, this Warrant may be exercised, in whole or in part, at any time or from time to time on any Business Day on or prior to by the Expiration DateHolder, during the term hereof, by delivering surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed by the Holder to the Company at the principal executive offices of the Company, together with payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Shares thereby purchased, as designated in the Notice of Exercise (1the "Exercise Time"). Payment may be in cash or by check payable to the order of the Company. (b) Notwithstanding any other provisions of this paragraph 2, the Holder shall have the right, in lieu of exercising this Warrant by payment of cash or by check, to pay all or a portion of the aggregate Exercise Price by making a "cashless exercise," in which case the portion of the aggregate Exercise Price to be so paid shall be paid by reducing the number of shares of Common Stock otherwise issuable pursuant to the Notice of Exercise by an amount equal to (i) the Warrantaggregate Exercise Price to be so paid divided by (ii) the Fair Market Value of one share of Common Stock. As used herein, (2) a duly executed notice (a “Notice the "Fair Market Value" of Exercise”) in the form one share of Exhibit A and (3) payment to the Company of the Exercise Amount, at the election of the Warrant Holder, eitherCommon Stock means: (i) by wire transfer of immediately available funds if the Common Stock is listed or admitted to trade on a national securities exchange or national market system, the account closing price of the Company Common Stock, as published in an amount equal to the Exercise Amount,Wall Street Journal or, if there is no trading of the Common Stock on such date, then the closing price on the next preceding date on which there was trading of such shares; (ii) if the Common Stock is not listed or admitted to trade on a national securities exchange or national market system, the mean between the bid and asked price for the Common Stock on such date, as furnished by receiving from the Company the number National Association of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having Securities Dealers, Inc., through Nasdaq or a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or similar organization if there Nasdaq is no longer reporting such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or information; or (iii) any combination of if the foregoing. The Company acknowledges that Common Stock is not listed or admitted to trade on a national securities exchange or national market system and if bid and asked price for the provisions of clause (ii) Common Stock are intended, in part, to ensure that not so furnished through Nasdaq or a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holdersimilar organization, the Company will accept reasonable modifications to market value established in good faith by the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Company's Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)Directors.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”), and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 12. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The Warrant Holder obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may exercise this Warrant not be exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or from time to time on any Business Day on or prior conditions not reasonably acceptable to the Expiration Date, by delivering Committee. If the Participant fails to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company pay for any of the Exercise AmountOptioned Shares specified in such notice or fails to accept delivery thereof, at the election that portion of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of DirectorParticipant’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value Stock Option and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Participant shall be subject forfeit the right to Section 5(m) hereof)purchase such Optioned Shares.

Exercise and Payment. The purchase rights represented by the Warrant Holder may exercise this be exercised by the Warrant Holder, in whole or in part, part at any time or from following the the date on which the Commission declares the Registration Statement effective (the “Exercise Event Date”), and at any time to time on any Business Day on or prior to the Expiration Date, the Holder may exercise this Warrant into shares of the Company’s Common Stock, by delivering to the Company surrender of the Warrant (1) the Warrant, (2) together with a duly executed notice (a “Notice of Exercise”) exercise in the form attached hereto as Exhibit A) at the principal office of Exhibit A the Company, and (3) by the payment to the Company of the Exercise AmountCompany, at the election option of the Warrant Holder, eitherHolder by: (i) by wire transfer of immediately available funds to the account funds, of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant Shares as to which this Warrant is being exercised minus multiplied by (B) the then current Exercise Price (the “Warrant Price”); (ii) If at any time after a date which shall be one hundred and eighty (180) days after the Exercise Effective Date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Warrant Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”, wherein the Warrant Holder may surrender to the Company that number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no the right to receive such Closing Price, then based on the Appraised number of shares) having an aggregate Fair Market Value as of at such day), time equal to or greater than the Exercise Amount, Warrant Price for all shares then being purchased (including those being surrendered); or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intentthereof. For all purposes of this Warrant Agreement, “Fair Market Value” of a share as of a particular date shall mean: (other than this Section 2(a)), any reference herein to A) if the exercise of this Warrant shall be deemed to include Common Stock is traded on an exchange or the over-the-counter market or otherwise quoted or reported on a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Pricenational exchange, the Board of Director’s shall notify average reported closing price for the Warrant Holder within five (5) Business Days trading days prior to the date of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause fair market value, (B) thereof if conversion or exercise is simultaneous with an underwritten public offering of Common Stock registered under the Securities Act of 1933, as amended, then the initial public offering price (which determination shall be subject to Section 5(mbefore deducting commissions, discounts or expenses) hereof)per share sold in such offer, and (C) otherwise that price determined in good faith and in such reasonable manner as prescribed by a majority of the Board.

Exercise and Payment. (a) The Warrant Holder Optionee may exercise this Warrant in whole Option or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, by delivering to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company of the Exercise Amount, at the election of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares portion thereof once it has vested in accordance with the terms of clause the Award Letter or as provided for herein. Each election to exercise this Option shall be made in accordance with such rules and procedures as the broker or other third-party administrator retained in connection with the administration of the Plan shall prescribe, or in accordance with such other procedures as the Administrator may determine. An election to exercise this Option shall be made by the Optionee or the Optionee’s executor, administrator, or legally appointed representative (iiin the event of the Optionee’s incapacity) or the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (in such an event, such person or persons shall be deemed to be the “Optionee” for purposes of this Agreement), and in all cases in accordance with the terms of this Agreement and the Plan, accompanied by payment in full of the exercise price, in cash or bank or certified check (or by such other method as determined by the Administrator), together with the amount, if any, deemed necessary by the Company to enable it to satisfy any tax withholding obligations with respect to the exercise (unless other arrangements acceptable to the Company are made for the satisfaction of such withholding obligation). If In the event that this Option is exercised by an individual other than the original Optionee, the Company will be under no obligation to deliver shares of Stock hereunder unless and until it is satisfied as to the authority of the individual to exercise this Option. The Optionee authorizes the Company and its affiliates to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding tax requirements that may arise in connection with this Option from any amounts otherwise owed to the Optionee, but nothing in this sentence may be construed as relieving the Optionee of any liability for satisfying his or her tax obligations. (b) On the Expiration Date, to the extent any portion of this Warrant Option is being exercised vested and is scheduled to terminate in accordance with clause (ii) the terms of this Option, if the Option is unexercised and there the per share exercise price is no applicable Closing Priceless than the closing price of the Stock on that date, the Board vested portion of Director’s shall notify this Option will be deemed to have been exercised at the Warrant Holder within five (5) Business Days close of a request by business on that date. As promptly as practicable thereafter, the Warrant Holder Company will deliver to the Optionee that number of its determination shares subject to the vested portion of the Appraised Value and this Option less the number of Warrant Shares issuable shares with a value that is equal to the aggregate fair market value of (1) the aggregate exercise price of the vested portion of this Option and (2) the amount necessary to satisfy any required withholding of taxes or social insurance contributions (but not in accordance with clause (Bexcess of the maximum amount prescribed by Section 6(a)(6) thereof (which determination shall be subject to Section 5(m) hereofof the Plan).

Exercise and Payment. The Subject to the terms and conditions set forth herein, including the Performance Warrant Release Events provisions set forth in Section 4, the Holder may exercise this Warrant in whole or in part, is entitled to purchase at any time or from time to time until 5:00 p.m. (Vancouver time) on any Business Day on or prior to the Expiration Date, by delivering to the Company fifth (15th) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company anniversary of the Exercise AmountIssue Date (the “Expiry Time”), at the election of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the that number of Warrant Common Shares equal to (A) the number of Warrant Shares as to which this Warrant the Holder is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares entitled in accordance with the terms of clause this Certificate. The rights evidenced by this Certificate may be exercised by the Holder by delivering an exercise form, in the form attached hereto as Schedule “A” (iithe “Exercise Form”), duly completed and executed, together with this Certificate. If any portion On the date the Corporation receives the Exercise Form and this Certificate (the “Exercise Date”), in lieu of payment of the aggregate Exercise Price by the Holder and issuance of the corresponding aggregate number of Common Shares, the Corporation shall issue to the Holder, on a cash-less basis for no additional consideration, such number of fully paid and non-assessable Common Shares (the “Issued Shares”) as are computed using the following formula: X = Y (A-B) / A where: X = the number of Common Shares to be issued to the Holder; Y = the number of Warrants with respect to the which this Warrant Certificate is being exercised exercised; A = the Current Market Price; and B = the Exercise Price. As promptly as practicable after the Exercise Date and, in accordance with clause (ii) and there is no applicable Closing Priceany event, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination business days of the Appraised Value Exercise Date, the Corporation will obtain and cause to be delivered to the Holder the certificate or certificates for the Issued Shares to the delivery address specified in the Exercise Form. Such certificates shall be deemed to have been issued and the number Holder shall be deemed for all purposes to have become the holder of Warrant record of the Common Shares issuable in accordance with clause (B) thereof (which determination as of the Exercise Date. All Common Shares delivered hereunder shall be subject to Section 5(m) hereof)applicable Canadian provincial or foreign securities laws and regulatory requirements, applicable Exchange policies and rules, and applicable Canadian corporate laws, and the Corporation may direct appropriate legends to be placed on the certificates for such Common Shares to reflect such restrictions.

Exercise and Payment. The Warrant Holder (a) Except as may exercise this Warrant otherwise be provided by the Committee in whole or in partan Award Agreement, at any time or from time to time on any Business Day on or prior to Options shall be exercised by the Expiration Date, by delivering delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (1including any applicable tax withholding) for the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company Shares made by any one or more of the following means on the Exercise Amount, at Date (or such other date as may be permitted in writing by the election Secretary of the Warrant Holder, either:Company): (i) by cash, personal check or wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount,transfer; or (ii) by receiving from subject to applicable law, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the number amount of Warrant sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) Except as otherwise set forth and as otherwise determined by the Committee at the time of grant, an Option may be exercised either in whole or with respect to not less than 500 Shares equal at any one time. Notwithstanding the foregoing, in the event that the vested portion of a Grantee’s Option pursuant to Section 6.4 is with respect to less than 500 Shares, such Grantee may exercise the entire vested amount. (Ac) At the discretion of the Committee and subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (d) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including, evidence of authority of such Person or Persons to exercise the Option. (e) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Warrant Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which this Warrant the Option is being exercised minus (B) exceeds the number of Warrant Shares having a valueaggregate Option Price for such Shares, based on such terms and conditions as the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant Committee shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)establish.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”). On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by fax or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The Warrant Holder obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may exercise this Warrant not be exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or from time to time on any Business Day on or prior conditions not reasonably acceptable to the Expiration Date, by delivering Committee. If the Participant fails to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company pay for any of the Exercise AmountOptioned Shares specified in such notice or fails to accept delivery thereof, at the election that portion of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of DirectorParticipant’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value Stock Option and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Participant shall be subject forfeit the right to Section 5(m) hereof)purchase such Optioned Shares.

Exercise and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”). On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (i) cash or check, bank draft, or money order payable to the order of the Company; (ii) subject to the approval of the Committee, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date; (iii) subject to the approval of the Committee, by delivery (including by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (iv) subject to the approval of the Committee, by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise); and/or (v) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s death) promptly after the Exercise Date. The Warrant Holder obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may exercise this Warrant not be exercised in whole or in partpart unless such listing, at registration, qualification, consent, or approval shall have been effected or obtained free of any time or from time to time on any Business Day on or prior conditions not reasonably acceptable to the Expiration Date, by delivering Committee. If the Participant fails to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company pay for any of the Exercise AmountOptioned Shares specified in such notice or fails to accept delivery thereof, at the election that portion of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iii) any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of DirectorParticipant’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value Stock Option and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Participant shall be subject forfeit the right to Section 5(m) hereof)purchase such Optioned Shares.

Exercise and Payment. The Warrant Holder may exercise this Warrant A Vested Option shall be exercised, in whole or in part, solely by delivery by the Optionee of all of the following to the Secretary of the Company at any time or from time to time on any Business Day on or such person's office at the Company prior to the Expiration Date, by delivering to the Company : (1a) the Warrant, (2) a duly executed notice (a “The Notice of Exercise”) in , duly executed by the form of Exhibit A and Optionee (3) payment or the Optionee's Successors if permitted pursuant to the Company terms of Paragraph 4 of this --------- Option Agreement), stating the Optionee's intent to exercise such Vested Option and the number of Vested Option Shares to be purchased by such exercise (hereinafter, collectively and severally, the "Purchased Option Shares"). ----------------------- (b) Full payment for the Vested Option Shares to be purchased by exercise of the Exercise Amount, at the election of the Warrant Holder, eitherOption as follows: (i) In good funds (in U.S. Dollars) by wire transfer cash or by check (provided, however, if the aggregate Option Price for the Vested Option Shares -------- ------- to be purchased results in fractions of immediately available funds to cents, the account of the Company in an amount equal to the Exercise Amount,Option Price shall be rounded down); or (ii) If consented to in writing by receiving from the Company the number of Warrant Shares equal Board (with no obligation to (Ado so) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior to the time of exercise of the Option, shares of the Common Stock owned by the Optionee duly endorsed for transfer to the Company with a Fair Market Value on the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), delivery equal to the Exercise Amount, aggregate Option Price of the Vested Option Shares to be purchased by exercise of this Option; or (iii) Unless prohibited by law, if consented to in writing by the Board (with no obligation to do so) immediately prior to the time of exercise of the Option, and subject to the provisions of Regulation G promulgated by the Federal Reserve Board with respect to "Margin Stock" if the Company and the Optionee are then subject to such Regulation, by (A) a full recourse promissory note bearing interest (at a rate as shall then be determined by the Board which shall not, in any event, be less than a rate as shall preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Board, and (B) secured by such security as is then prescribed by the Board; or (iv) To the extent the Board consents to consideration pursuant to the foregoing Subsections (ii) and (iii), any combination of the foregoing. The Company acknowledges that ---------------- ----- consideration provided in the provisions of clause foregoing Subsections (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)i), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being , and (iii), as --------------- ---- ----- applicable. (c) In the event that a Vested Option shall be exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination Optionee's Successors, appropriate proof of the Appraised Value and the number right of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject such person or persons to Section 5(m) hereof)exercise such Vested Option.

Exercise and Payment. The Warrant Holder (a) Except as may exercise this Warrant otherwise be provided by the Committee in whole or in partan Award Agreement, at any time or from time to time on any Business Day on or prior to Options shall be exercised by the Expiration Date, by delivering delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (1including any applicable tax withholding) for the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company Shares made by any one or more of the following means on the Exercise Amount, at Date (or such other date as may be permitted in writing by the election Secretary of the Warrant Holder, either:Company): (i) by cash, personal check or wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount,transfer; (ii) by receiving from with the Company approval of the number Committee, Shares valued at the Fair Market Value of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based Share on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, Date; or (iii) any combination subject to applicable law, through the sale of the foregoing. The Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company acknowledges the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) Subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including, evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the provisions of clause Company either (i) pay the Grantee a cash amount, or (ii) are intendedissue a lesser number of Shares of Common Stock, in partany such case, having a Fair Market Value on the Exercise Date equal to ensure that the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iiiChange in Control) of Rule 144 under the Securities Act. At Shares of Common Stock as to which the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant Option is being exercised in accordance with clause (ii) exceeds the aggregate Option Price for such Shares, based on such terms and there is no applicable Closing Price, conditions as the Board of Director’s Committee shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)establish.

Exercise and Payment. The Warrant Holder (a) Except as may exercise this Warrant otherwise be provided by the Committee in whole or in partan Award Agreement, at any time or from time to time on any Business Day on or prior to Options shall be exercised by the Expiration Date, by delivering delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (1including any applicable tax withholding) for the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company Shares made by any one or more of the following means on the Exercise Amount, at Date (or such other date as may be permitted in writing by the election Secretary of the Warrant Holder, either:Company): (i) by cash, personal check or wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount,transfer; (ii) by receiving from with the Company approval of the number Committee, Shares or Shares of Warrant Shares equal to (A) Restricted Stock valued at the number Fair Market Value of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based Share on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, Date; or (iii) any combination subject to applicable law and the Company’s policies, through the sale of the foregoing. Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise. (b) The Company acknowledges that the provisions Committee may, in its discretion, specify that, if any Shares of clause Restricted Stock (ii“Tendered Restricted Shares”) are intendedused to pay the Option Price, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (iii) will qualify as a conversion, within all the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the Shares acquired on exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination Option shall be subject to Section 5(mthe same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date, or (ii) hereof)a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted Shares shall be subject to the same Restrictions as the Tendered Restricted Shares, determined as of the Exercise Date. (c) At the discretion of the Committee and subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (d) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including evidence of authority of such Person or Persons to exercise the Option. (e) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the Company either (i) pay the Grantee a cash amount, or (ii) issue a lesser number of Shares of Common Stock, in any such case, having a Fair Market Value on the Exercise Date equal to the amount, if any, by which the aggregate Fair Market Value (or such other amount as may be specified in the applicable Award Agreement, in the case of an exercise occurring concurrent with a Change in Control) of the Shares of Common Stock as to which the Option is being exercised exceeds the aggregate Option Price for such Shares, based on such terms and conditions as the Committee shall establish.

Exercise and Payment. The Warrant Holder (a) Options and Stock Appreciation Rights may exercise this Warrant in whole or in part, at any time or from time to time on any Business Day on or prior to the Expiration Date, be exercised by delivering to the Company a written notice of exercise, in a form prescribed by the Administrator (1which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5(b) below for the Warrant, (2) a duly executed notice (a “Notice number of Exercise”) in Shares for which the form of Exhibit A Award is exercised and (3ii) payment as specified in Section 8.2 below for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. (b) Subject to any Company ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (including blackout periods) and Applicable Laws, the Company exercise price of the Exercise Amount, at the election of the Warrant Holder, eitheran Option must be paid by: (i) by cash, wire transfer of immediately available funds or by check payable to the account order of the Company, provided that the Company in an amount equal to may limit the Exercise Amount,use of one of the foregoing payment forms if one or more of the payment forms below is permitted; (ii) by receiving from if there is a public market for Shares at the time of exercise, unless the Company the number of Warrant Shares equal to otherwise determines, (A) delivery (including telephonically to the number extent permitted by the Company) of Warrant Shares as an irrevocable and unconditional undertaking by a broker acceptable to which this Warrant is being exercised minus the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the number of Warrant Shares having a value, based on the Closing Price on the trading day immediately prior Participant’s delivery to the date Company of such exercise (or if there is no such Closing Price, then based on the Appraised Value as a copy of such day), equal irrevocable and unconditional instructions to a broker acceptable to the Exercise Amount, orCompany to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator; (iii) to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their fair market value; (iv) to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their fair market value on the exercise date; (v) to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or (vi) to the extent permitted by the Company, any combination of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request above payment forms approved by the Warrant Holder Administrator. Table of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof).Contents

Exercise and Payment. The Warrant Holder Except as otherwise provided in this Option Agreement or in the Option Grant Letter, you may exercise vested Options by providing notification in a form acceptable to the Company that you have elected to exercise this Warrant Option in whole or in part, showing the number of Shares for which the Option is being exercised, and providing payment in full for the Option Price. If you have not signed and delivered this Option Agreement prior to submitting a notification of such election, submission of your notification of election shall constitute your agreement with the terms and conditions of this Option Agreement. Notwithstanding the preceding sentence, the Company reserves the right to require your signature to this Option Agreement prior to accepting a notification of election to exercise this Option in whole or in part. You must pay the Option Price in full by any one or more of the following methods, subject to approval of the Committee, (i) in cash by a broker-dealer to whom you have submitted an irrevocable exercise notice consisting of an irrevocable instruction to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay the Option Price; (ii) in cash, by check or wire transfer; (iii) in Mature Shares valued at any time or from time their Fair Market Value on the date of exercise; (iv) subject to time on any Business Day on or restrictions established by the Committee, in Restricted Shares you have held for at least six months prior to the Expiration Date, by delivering to the Company (1) the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company exercise of the Exercise AmountOption, valued at the election of the Warrant Holder, either: (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company the number of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based their Fair Market Value on the Closing Price on the trading day immediately prior to the date of such exercise exercise; or (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, or (iiiv) in any combination of the foregoingabove methods. The Certificates for any Shares used to pay the Option Price must be attested to in writing to the Company acknowledges that or delivered to the provisions Company in negotiable form, duly endorsed in blank or with separate stock powers attached, and must be free and clear of clause (ii) are intendedall liens, in partencumbrances, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request claims and any other charges thereon of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)kind.

Exercise and Payment. The Warrant Holder (a) Except as may exercise this Warrant otherwise be provided by the Committee in whole or in partan Award Agreement, at any time or from time to time on any Business Day on or prior to Options shall be exercised by the Expiration Date, by delivering delivery of a written notice (“Notice”) to the Company setting forth the number of Shares to be exercised, accompanied by full payment (1including any applicable tax withholding) for the Warrant, (2) a duly executed notice (a “Notice of Exercise”) in the form of Exhibit A and (3) payment to the Company Shares made by any one or more of the following means on the Exercise Amount, at the election of the Warrant Holder, eitherDate: (i) by cash, personal check or wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount,transfer; (ii) by receiving from with the Company approval of the number Committee, Shares valued at the Fair Market Value of Warrant Shares equal to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based Share on the Closing Price on the trading day immediately prior to the date of such exercise (or if there is no such Closing Price, then based on the Appraised Value as of such day), equal to the Exercise Amount, orDate; (iii) any combination with the approval of the foregoing. The Committee, subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of the Options pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company acknowledges upon such exercise); (iv) subject to applicable law, through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of applicable withholding taxes payable by Grantee by reason of such exercise; or (v) in any other form of consideration approved by the Committee. (b) Subject to applicable law, the Company may loan a Grantee all or any portion of the amount payable by the Grantee to the Company upon exercise of the Option on such terms and conditions as the Committee may determine. (c) If the Option is exercised as permitted by the Plan by any Person other than the Grantee, the Notice shall be accompanied by documentation as may reasonably be required by the Company, including, evidence of authority of such Person or Persons to exercise the Option. (d) At the time a Grantee exercises an Option or to the extent provided by the Committee in the applicable Award Agreement, in lieu of accepting payment of the Option Price of the Option and delivering the number of Shares of Common Stock for which the Option is being exercised, the Committee may direct that the provisions of clause Company either (i) pay the Grantee a cash amount, or (ii) are intendedissue a lesser number of Shares of Common Stock, in partany such case, to ensure that having a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within Fair Market Value on the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications Exercise Date equal to the exchange procedures provided for in this Section in order amount, if any, by which the aggregate Fair Market Value of the Shares of Common Stock as to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to which the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant Option is being exercised in accordance with clause (ii) exceeds the aggregate Option Price for such Shares, based on such terms and there is no applicable Closing Price, conditions as the Board of Director’s Committee shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)establish.

Exercise and Payment. An option granted hereunder may be exercised, and payment for the Common Stock purchased upon such exercise shall be made, as follows. The Warrant Holder option may exercise this Warrant be exercised in whole or in part, part as to any shares of Common Stock that have become exercisable under such option by filing a written notice of exercise with the Secretary of the Company at any time or from time to time on any Business Day on or its corporate headquarters prior to the Expiration Date, date such option expires. Such notice shall specify the number of shares which the option holder elects to purchase and shall be accompanied by delivering either of the following: (a) a bank-certified check payable to the Company (1) or other type of check or draft payable to the Warrant, (2) a duly executed notice (a “Notice of Exercise”Company and acceptable to the Secretary) in the form of Exhibit A and (3) payment to the Company amount of the Exercise Amountexercise price for the shares of Common Stock being exercised, at plus any tax resulting from such exercise that the election Company, its parent or subsidiary is required to withhold, as computed by ▇▇▇▇▇▇▇ and Company's payroll department; or (b) a copy of directions to, or a written acknowledgment from, an "Approved Broker" that the Warrant HolderApproved Broker has been directed to sell, either: (i) by wire transfer of immediately available funds to for the account of the Company in option holder, shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the option, together with an amount equal undertaking by the Approved Broker to remit to the Exercise Amount, Company a sufficient portion of the sale proceeds to pay the exercise price for the shares exercised plus any tax resulting from such exercise that the Company, its parent or subsidiary is required to withhold, as computed by ▇▇▇▇▇▇▇ and Company's payroll department. In the case of exercise via method (ii) a), the exercise shall be deemed complete on the Company's receipt of such notice and said check or draft. In the case of exercise via method (b), the exercise shall be deemed complete on the trade date of the sale. The term "Approved Broker" means any one or more securities brokerage firms designated by receiving from the Secretary of the Company from time to time. If the number Committee, as defined in Section 10 herein, shall have authorized such payment and if the Company is not then prohibited from purchasing or acquiring shares of Warrant Shares equal stock, payment may be made in whole or in part with shares of stock of the Company delivered in lieu of cash concurrently with such exercise, the shares so delivered to (A) the number of Warrant Shares as to which this Warrant is being exercised minus (B) the number of Warrant Shares having a value, based be valued on the Closing Price basis of their fair market value on the trading day immediately prior to the date of exercise. If the Company is required to withhold an amount on account of any federal or state income tax imposed as a result of such exercise, the optionee shall pay any tax resulting from such exercise (that the Company, its parent or if there subsidiary is no such Closing Pricerequired to withhold, then based on the Appraised Value as of such day)computed by ▇▇▇▇▇▇▇ and Company's payroll department, equal to the Exercise Amount, or (iii) any combination by check or cash concurrently with exercise of the foregoing. The Company acknowledges that the provisions of clause (ii) are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such clause (ii) will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of any Warrant Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2(a)), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into Shares in accordance with the terms of clause (ii). If any portion of this Warrant is being exercised in accordance with clause (ii) and there is no applicable Closing Price, the Board of Director’s shall notify the Warrant Holder within five (5) Business Days of a request by the Warrant Holder of its determination of the Appraised Value and the number of Warrant Shares issuable in accordance with clause (B) thereof (which determination shall be subject to Section 5(m) hereof)option.