Common use of Exercise of Options Clause in Contracts

Exercise of Options. (a) The Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options granted, except as provided in Section 2.5(b). (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. The Option shall be exercisable, in whole or in part, by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Option is to be exercised. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the option price for such shares of Stock, which payment shall be made (a) The Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options granted, except as provided in Section 2.5(b). (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by personal check, Corporation draft cashier's check, certified check, or postal or express money order payable to the order of the Corporation, or Company in an amount (iiin United States dollars) at equal to the discretion of option price multiplied by the Committee, through the delivery number of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as with respect to which the Option is then being exercisedexercised or (b) with a Fair Market Value in shares of Stock as set forth in this Section 4. Such notice may be delivered in person or by messenger or courier service to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, and in all such cases delivery shall be deemed to have been made on the date such notice is received. 2 At the time when the Optionee (or other holder of delivery the Option pursuant to Section 5) makes payment to the Company for the shares of Stock issuable upon the exercise of the Option, the Company may require the Optionee to pay to the Company an additional amount equal to any federal, state or local taxes (which the Company deems necessary or appropriate to be withheld in connection with the exercise of such Option) in such forms of payment as are described in the first paragraph of this Section 4. In the event that Optionee does not pay to the Company any such amount required for withholding taxes, to the extent applicable, the employer (for payroll tax purposes) of Optionee shall have the right to withhold such required amount from any sum payable, or to become payable, to Optionee, upon such terms and conditions as the Company in its discretion shall prescribe. Payment of the option price may be made, in whole or in part, in shares of Stock previously held by the Optionee (or other holder of the Option pursuant to Section 5). If payment is made in whole or in part in shares of Stock, then the Optionee (or other holder of the Option pursuant to Section 5) shall deliver to the Company, in payment of the option price of the shares of Stock with respect to which such Option is exercised, (i) certificates registered in the name of such Optionee (or other holder of the Option pursuant to Section 5) representing a number of shares of Stock legally and beneficially owned by such Optionee (or other holder of the Option pursuant to Section 5), free of all liens, claims and encumbrances of every kind, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the option price of the shares of Stock with respect to which such Option is to be exercised exceeds the fair market value of such shares of Stock, cash or a personal check, cashier's check, certified check, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the Exercise Priceamount of such excess. If the fair market value of such Shares of Stock delivered to the Company exceeds the option price of the shares of Stock with respect to which such Option is to be exercised, the Company shall promptly deliver, or (iii) at cause to be delivered, to Optionee a replacement share certificate representing the discretion number of shares of Stock in excess of those surrendered in payment of the Committee option price. As promptly as practicable after the receipt by a combination the Company of (i) and such written notice from the Optionee (or other holder of the Option pursuant to Section 5) setting forth the number of shares of Stock with respect to which such Option is to be exercised, (ii) above. No payment of the option price of such shares in the form required by the foregoing provisions of this Section 4, and (iii) an amount equal to any federal, state or local taxes which the Company deems necessary or appropriate to be withheld incident to the exercise of the Option, the Company shall cause to be delivered to such Optionee (or other holder of the Option pursuant to Section 5) certificates representing the number of shares of Stock with respect to which such Option has been so exercised. All proceeds received pursuant to the exercise of the Option shall be delivered until full payment has been madeadded to the general funds of the Company to be used for any corporate purpose.

Exercise of Options. (a) The Optionee must be an Eligible Employee purchase rights represented by the Preferred Stock Option are exercisable solely by Colonial or, upon assignment, one or more Permitted Purchasers at all times from the date of grant until the exercise of the Options granted, except as provided in Section 2.5(b). (b) This Option may be exercised any time up to the extent exercisable Expiration Date for (i) by giving written notice all or a portion of exercise to the Corporation, specifyiing the number of full shares of Series E Preferred Stock to be purchased andspecified in Section 1(a), if applicableexercised by Colonial, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) below; and or (ii) all or a portion of its respective Assigned Option Shares, if exercised by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 ActPermitted Purchaser; provided, however, that the prior written consent of the Company, which consent may be withheld in the event Company's sole discretion, shall be required with respect to the exercise by Colonial in its own name and on its own behalf of options with respect to more than 455,166 Series E Preferred Shares. To exercise the Preferred Stock Option, each Permitted Purchaser (or Colonial, as the case may be, with the prior occurrence written consent of the Registration Company in the Company's sole discretion) shall deliver written notice thereof (the "Exercise Notice") to the Company in the form attached hereto as Exhibit A duly completed and executed by such Permitted Purchaser (or Colonial, as the case may be). Colonial or a Permitted Purchaser that exercises its option as described in this Section 4(a) (and, with respect to Colonial, receives the prior written consent of the Company) is sometimes referred to as a "Purchaser." (b) The purchase rights represented by the Common Stock Option are exercisable by Colonial, in whole or in the event resale of part (and Colonial may specify in such Stock without such Registration would otherwise be permissible, this second condition will be inoperative ifexercise notice, in the opinion lieu of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretionaddition to a percentage of shares, the a maximum aggregate amount of the Corporation’s Tax Withholding Liability required its investment, from which its percentage shall be derived), in connection with such exercise. (d) The Exercise Price of an Option shall be payable Initial Public Offering, by written notice by Colonial delivered to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable Company not less than 10 days prior to the order filing of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned a registration statement by the Optionee (including, if the Committee so permits, a portion of the shares of stock Company in connection with an Initial Public Offering setting forth any maximum aggregate investment amount as to which the Option Colonial is then being exercised) with a Fair Market Value as exercising its Common Stock Option, and, subject to any such maximum, Colonial's desired number of the date shares in respect of delivery equal which Colonial is exercising its Common Stock Option. The Company shall notify Colonial in writing at least 30 days prior to the Exercise Price, or filing of a registration statement for an Initial Public Offering (iii) at and shall advise Colonial as promptly as practicable of any delay in the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madeexpected date for filing).

Exercise of Options. Options granted under the Plan shall be exercised by the Optionee thereof (a) The Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options grantedor by his or her executors, except administrators, guardian or legal representative, as provided in Section 2.5(b). (bSECTIONS 6.6 and 6.7 hereof) This Option may be exercised as to all or part of the extent exercisable (i) Shares covered thereby, by the giving of written notice of exercise to the CorporationCompany, specifyiing specifying the number of full shares of Stock Shares to be purchased and, if applicablepurchased, accompanied by full payment of the Exercise Price thereof full purchase price for the Shares being purchased. Full payment of such purchase price shall be made within five (5) business days following the date of exercise and the amount of the Tax Withholding Liability pursuant to Section 2.4(cshall be made (i) below; and in cash or by certified check or bank check, (ii) with the consent of the Board or the Committee, by giving assurances satisfactory to delivery of a promissory note in favor of the Corporation that the shares of Stock to be purchased Company upon such exercise are being purchased for investment terms and not conditions as determined by the Board or the Committee, (iii) with a view to resale in connection with any distribution the consent of such shares in violation Board or the Committee, by tendering previously acquired Shares (valued at its Fair Market Value, as determined by the Board or the Committee as of the 1933 Actdate of tender), or (iv) with the consent of the Board or the Committee, any combination of (i), (ii) and (iii); provided, however, that payment may not be pursuant to (iii) above unless the Optionee shall have owned the Shares being tendered in payment for a period of at least six months prior to the event the prior occurrence date of exercise of the Registration or in the event resale Option. Such notice of exercise, accompanied by such Stock without such Registration would otherwise payment, shall be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition delivered to the issuance of the shares of Stock upon full Company at its principal business office or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form office as the Committee may determine from time to time direct, and shall be in its discretionsuch form, containing such further provisions consistent with the amount provisions of the Corporation’s Tax Withholding Liability required in connection with Plan, as the Board or the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such exercise. (d) The Exercise Price transfer shall be evidenced on the books of the Company. No person exercising an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order have any of the Corporation, rights of a holder of Shares subject to an Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to other rights for which the Option record date is then being exercised) with a Fair Market Value as of prior to the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madesuch issuance.

Exercise of Options. 6.01 The Options granted to the Grantee may be exercised by such Grantee (or, as the case may be, his or her legal personal representatives) pursuant to the terms and conditions in Clause 6.03; provided that no PRC Grantee may exercise any Options before all necessary foreign exchange control and other approvals from the State Administration of Foreign Exchange (the “SAFE”) of the PRC or its local counterpart have been received. 6.02 Unless otherwise determined and approved by the Board, an Option must be personal to the Grantee and must not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any third party over or in relation to any Option. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such Grantee without any compensation. 6.03 Subject to Clause 6.01, an Option may be exercised in whole or in part in the manner as set out in Clauses 6.04 and 6.05 by the Grantee (or, as the case may be, his or her legal personal representative(s)) giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the Subscription Price for the Shares in respect of which the notice is given. Within thirty (30) days after receipt of the notice and the remittance and, where appropriate, receipt of the certificate of an independent financial adviser or Auditor pursuant to Clause 9, the Company shall issue and allot ordinary shares to the Grantee (or, as the case may be, his or her legal personal representative(s)) pursuant to the Scheme and the Company shall issue to the Grantee (or, as the case may be, his or her legal personal representative(s)) a share certificate in respect of the Shares so issued and allotted. All Share certificates delivered pursuant to the Scheme and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Board deems necessary or advisable to comply with all applicable laws. The Board may place legends on any Shares certificate or book entry to reference restrictions applicable to the Shares. 6.04 Subject as hereinafter provided in this Scheme, the Option may be exercised by the Grantee (or, as the case may be, his or her legal personal representatives) in accordance with the Clause 6.01, provided that: (a) The Optionee must in the event of the Grantee ceasing to be an Eligible Employee a Participant for any reason other than (i) his or her death, or (ii) the termination of his or her employment on one or more of the grounds specified in Clause 7(f), the Grantee shall be entitled to exercise the vested Option(s) in full (to the extent which has become exercisable and not already exercised); (b) in the event of the Grantee ceasing to be a Participant by reason of death (provided that none of the events which would be a ground for termination of his or her employment under Clause 7(f) arises prior to his or her death), the legal personal representative(s) of the Grantee, shall be entitled to exercise the vested Option(s) in full (to the extent which has become exercisable and not already exercised); (c) in the event of a general or partial offer, whether by way of take-over offer, share re-purchase offer, or scheme of arrangement or otherwise in like manner made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, the Company shall ensure that such offer is extended to all the Grantees on the same terms, mutatis mutandis, and assuming that they will become, by the exercise in full of the vested Options (to the extent not already exercised) granted to them, Shareholders of the Company. If such offer becomes or is declared unconditional, a Grantee shall be entitled to exercise his or her vested Option(s) (to the extent not already exercised) to its full extent or to the extent specified in the Grantee’s notice to the Company in exercise of his or her vested Option(s); (d) in the event a notice is given by the Company to its Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it dispatches such notice to each Shareholder give notice thereof to all Grantees (together with a notice of the existence of the provisions of this Clause) and thereupon, each Grantee (or where permitted under Clause 6.04(b) his or her legal personal representative(s)) shall be entitled to exercise all or any of his or her vested Options (to the extent which has become exercisable and not already exercised) at all times from any time not later than thirty (30) days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of grant the proposed general meeting referred to above, issue and allot the relevant Shares to the Grantee credited as fully paid. Prior to the passing of the resolution to wind-up the Company, the Company shall repurchase from the Grantee at a price mutually agreed between the Company and the Grantee all or any part of the Shares issued and allotted to him/her upon the exercise of an Option; and (e) in the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its Shareholders (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it gives notice of the meeting to its Shareholders or creditors to consider such a scheme or arrangement, and thereupon any Grantee (or where permitted under Clause 6.04(b) his or her legal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the date falling thirty (30) days thereafter and the date on which such compromise or arrangement is sanctioned by the court be entitled to exercise his or her vested Option(s) (to the extent which has become exercisable and not already exercised), but the exercise of the Options granted, except vested Option(s) shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective. The Company may thereafter require such Grantee to transfer or otherwise deal with the Shares transferred as provided a result of such exercise of his or her vested Option(s) so as to place the Grantee in Section 2.5(b)the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement. (b) This 6.05 There is no performance target that has to be achieved before the exercise of any Option may except otherwise imposed by the Board and stated in the Offer. 6.06 The Shares to be exercised issued and allotted upon the exercise of an Option will be subject to all the provisions of the memorandum and articles of association of the Company for the time being in force and will rank pari passu in all respects with and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company as attached to the extent exercisable (i) by giving written notice other fully paid Shares of the same class in issue as from the day when the name of the Grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the Grantee is registered on the register of members of the Company other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date when the name of the Grantee is registered on the register of members of the Company, provided always that when the date of exercise to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and Option falls on a day upon which the amount register of members of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to Company is closed then the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in Option shall become effective on the event first Business Day on which the prior occurrence register of members of the Registration or in Company is re-opened. A Share allotted upon the event resale exercise of such Stock without such Registration would an Option shall not carry voting rights until the completion of the registration of the Grantee as the holder thereof. 6.07 Unless otherwise be permissibledetermined by the Board, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance purpose of the shares of Stock upon full or partial exercise of a Non-Qualified OptionScheme, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price vesting of an Option shall be payable deemed to continue while the Corporation either (i) in United States dollarsGrantee is on a bona fide leave of absence, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned if such leave was approved by the Optionee (includingCompany in writing. Unless otherwise determined by the Board and subject to applicable law, if the Committee so permits, a portion vesting of the shares of stock as to which the an Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madesuspended during any unpaid leave of absence.

Exercise of Options. (a) Subject to such further limitations as are provided herein, the Option shall be exercisable at any time and from time to time during the period commencing one (1) year from the Date of Grant and ending ten (10) years (five (5) years for 10 percent shareholders as described in the Plan) from the Date of Grant. The Optionee must Grantee may exercise the Option with respect to all or any part of the number of Option Shares then exercisable hereunder by giving the Secretary of the Company written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be an Eligible Employee at all times from exercised and the date of grant until exercise thereof, which date shall be at least five days after the exercise giving of the Options granted, except as provided in Section 2.5(b)such notice unless an earlier time shall have been mutually agreed upon. (b) This Option may be exercised to the extent exercisable Full payment (iin U.S. dollars) by giving written the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise to in cash, or, with the Corporationprior written consent of the Secretary, specifyiing in whole or in part through the number surrender of full previously acquired shares of Stock at their fair market value on the exercise date. On the exercise date specified in the Grantee's notice or as soon thereafter as is practicable, the Company shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased and(out of theretofore unissued Stock or reacquired Stock, if applicable, accompanied by as the Company may elect) upon full payment of the Exercise Price thereof and the amount such Option Shares. The Grantee shall upon each exercise of a part or all of the Tax Withholding Liability option granted represent and warrant that his purchase of stock pursuant to Section 2.4(c) below; such option is for investment only, and (ii) by giving assurances satisfactory not with a view to distribution involving a public offering. The obligation of the Company to deliver Stock shall, however, be subject to the Corporation condition that if at any time the Board shall determine in its discretion that the shares listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. (c) If the Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee's right to purchase such Option Shares may be terminated by the Company. The date specified in the Grantee's notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of shall have been received by such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencydate. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. 3.1 Subject to the Rules of the Scheme and the terms of this Agreement (a) The Optionee must including the provisions of Clause 2, this Clause 3, Clause 5, Clause 7 and Clause 8) the Option shall Vest and shall be an Eligible Employee at all times exercisable as from the date of grant until the exercise Committee determines the extent to which the Performance Conditions are met (and only to such to extent) which shall ordinarily be as soon as practicable following the financial year of the Options granted, except as provided in Section 2.5(b)Company ending 30 June 2024. (b) This 3.2 The Option Holder may be exercised exercise the Option to the extent exercisable (i) Vested by giving written notice in writing to the Company (in the form set out in Appendix 3): 3.2.1 stating that he wishes to exercise his Option to the extent then Vested; and 3.2.2 specifying the number of Option Shares he then wishes to acquire. Upon receipt thereof, but subject to the provision of this Clause 3, the Company shall be bound to issue or procure the transfer of the Option Shares to the Option Holder. 3.3 Any notice of exercise to shall take effect only when the CorporationCompany receives it, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full together with payment of the Exercise aggregate Option Price thereof and the amount of the any Option Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (includingor, if the Committee so permits, an undertaking to pay those amounts or if the Committee agrees other alternative arrangements for payment, any documents required in connection with those) and (if required) the share retention agreement referred to in Clause 3.4 and a portion joint election under section 431(1) or 431(2) of ITEPA. 3.4 The provisions of this Clause 3.4 shall apply in the event that the Option is exercised prior to the first anniversary of the shares date the Option Vests. In such circumstances the exercise of stock as the Option is conditional on the Option Holder entering into a share retention agreement, in a form to be agreed by the Committee, pursuant to which the Option is then Holder agrees not to sell or otherwise dispose of any of the Option Shares (net of such number sold in respect of any Option Tax Liability arising in connection with exercise) until the first anniversary of the date the Option Vested or, if sooner, until any of the events set out in Clause 7 occur or the Option Holder ceases to be an Eligible Employee in circumstances where the Option Holder dies or where Clause 5.1.4 applies. 3.5 The Option Shares shall be issued or transferred to the Option Holder in accordance with, and subject to the provisions of, the Articles from time to time. 3.6 If the Option Holder ceases to be an Eligible Employee other than in circumstances where Clause 3.7 applies, the Option shall be exercisable only to the extent the Option has Vested prior to the date of cessation. 3.7 If the Option Holder ceases to be an Eligible Employee by reason of: 3.7.1 death; 3.7.2 disability, injury or ill health evidenced to the satisfaction of the Committee; 3.7.3 redundancy within the meaning of the Employment Rights ▇▇▇ ▇▇▇▇; 3.7.4 retirement with the agreement of the Committee; 3.7.5 the Option Holder's Employing Company or the business for which the Option Holder works being exercised) with a Fair Market Value as sold out of the Company’s group; or 3.7.6 any other reason, if the Committee so decides 3.8 For the purpose of this Clause 3 the Relevant Period means: 3.8.1 if the Option Holder dies, the first anniversary of the date of delivery equal the Option Holder’s death; and 3.8.2 in any other circumstances, the Good Leaver Period as specified in Clause 5.2. 3.9 For the purpose of this Clause 3 the Relevant Extent means: 3.9.1 in the case of an Option that is already Vested the extent to which it still subsists and remains exercisable; and 3.9.2 in the Exercise Pricecase of an Option not already Vested, or (iii) at the discretion extent to which such Option is determined to be Vested by application of the Performance Conditions (as applied on their normal basis or adjusted as relevant by the Committee by a combination of (iin accordance with their terms) and (ii) above. No shares of Stock applying the Pro-Rata Factor. 3.10 The Pro-Rata Factor shall be delivered P where P = X/Y where X is the number of days in the period commencing on the Date of Grant and ending on the date the Option Holder ceases to be an Eligible Employee and Y is the number of days in the period commencing on the Date of Grant and ending 30 June 2024. The Committee may determine not to apply the Pro-Rata Factor or to apply it to a lesser extent. 3.11 The Option Holder shall not be treated as ceasing to be an Eligible Employee until full payment has been madesuch time as he is no longer an executive director or employee the Company or of any Subsidiary (i.e. no longer employed within the Company’s group as relevant).

Exercise of Options. No Option granted under this Agreement shall be -------------------- exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until the exercise of the Options granted, except as provided in Section 2.5(bShares to be purchased (which shall be no less than 100 Shares).; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written representation and undertaking, in such form and substance as the Company may require, that the shares of Stock to be purchased upon such exercise Shares underlying the Option are being purchased acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in connection with any distribution such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such shares other agreements, representations and undertakings as described in violation the Plan; and (f) such further acts as may be necessary to register Optionee as a shareholder of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyCompany. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. 4.1 Within 30 days after an option has been exercised by any person, the Board shall allot to him (aor a nominee for him) The Optionee must or, as appropriate, procure the transfer to him (or a nominee for him) of the number of shares in respect of which the option has been exercised, provided that:- 4.1.1 the Board considers that the issue or transfer of those shares would be an Eligible Employee at lawful in all times from relevant jurisdictions; and 4.1.2 in a case where a Group Member or the date Trustees is obliged to (or would suffer a disadvantage if it were not to) account for any tax (in any jurisdiction) for which the person in question is liable by virtue of grant until the exercise of the Options grantedoption and/or for any social security contributions recoverable from the person in question (together, except as provided in Section 2.5(bthe "Tax Liability")., that person has either: (a) made a payment to the Group Member or the Trustees of an amount equal to the Tax Liability; or (b) This Option may be exercised entered into arrangements acceptable to that or another Group Member or the Trustees to secure that such a payment is made (whether by authorising the sale of some or all of the shares on his behalf and the payment to the extent exercisable Group Member or the Trustees of the relevant amount out of the proceeds of sale or otherwise) and, where that person has entered into a joint election with his employing company to transfer the liability for the secondary National Insurance to him, the Inland Revenue has approved such arrangements; and in the case of either (ia) by giving written notice of exercise or (b) above, where the Board determines prior to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment grant of the Exercise Price thereof and option (or following the amount grant of the Tax Withholding Liability pursuant option with the consent of the relevant Participant) that the person in question shall make an agreement with his employing company that some or all of the liability for secondary National Insurance should be recovered from him, then such shares shall not be so allotted or transferred to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that him unless he has entered into such agreement in writing. 4.1.3 All shares allotted under this Scheme shall rank equally in all respects with the shares of Stock the same class then in issue except for any rights attaching to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the by reference to a record date prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madeallotment.

Exercise of Options. No option granted under this Agreement ------------------- shall be exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options --------- in accordance with Section 3 hereof, the Options may be exercised by Optionee --------- (or such other person specified in Section 5 hereof) to the extent exercisable --------- as determined under Section 2 hereof, upon delivery of the following to the --------- Company at its principal executive offices: (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until the exercise of the Options granted, except as provided in Section 2.5(bShares to be purchased (which shall be no less than 100 Shares).; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written representation and undertaking, in such form and substance as the Company may require, that the shares of Stock to be purchased upon such exercise Shares underlying the Option are being purchased acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in connection with any distribution such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such shares other agreements, representations and undertakings as described in violation the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the 1933 ActInternal Revenue Code of 1986, as amended, attached hereto as Exhibit A; provided, however, that in the event the prior occurrence and (f) such further acts as may be necessary to register Optionee as a shareholder of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyCompany. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. (a) The Optionee must Board of Directors or the Committee, as the case may be, may, in any case or cases, prescribe that the option will only be an Eligible Employee at all times from the date of grant until the exercise exercisable in specified cumulative or noncumulative installments or provide for acceleration of the Options granted, except as rights of exercise provided in Section 2.5(b)the option under such circumstances as it deems appropriate. (b) This Option An option may be exercised exercised, at any time or from time to time (subject, in the case of Incentive Options, to such restrictions as may be imposed by the Code), as to any or all full shares as to which the option has become exercisable until the expiration of the period set forth in paragraph 6 hereof, by the delivery to the extent exercisable Corporation, at its principal place of business in the Bronx, New York, of (i) by giving written notice of exercise to in the Corporationform specified by the Board of Directors or the Committee, specifyiing as the case may be, specifying the number of full shares of Common Stock with respect to be purchased and, if applicable, accompanied which the option is being exercised and signed by full the person exercising the option as provided herein; (ii) payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) belowpurchase price; and (iiiii) by giving assurances satisfactory to in the case of Nonqualified Options, payment in cash of all withholding tax obligations imposed on the Corporation that by reason of the exercise of the option. Upon acceptance of such notice, receipt of payment in full, and receipt of payment of all withholding tax obligations, the Corporation shall cause to be issued a certificate representing the shares of Common Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in purchased. In the event the prior occurrence of person exercising the Registration or option delivers the items specified in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No of this subparagraph (b), but not the item specified in (iii) hereof, if applicable, the option shall still be considered exercised upon acceptance by the Corporation for the full number of shares of Common Stock specified in the notice of exercise but the actual number of shares issued shall be delivered until reduced by the smallest number of whole shares of Common Stock which, when multiplied by the Fair Market Value of the Common Stock as of the date the option is exercised, is sufficient to satisfy the required amount of withholding tax. (c) The purchase price of the shares as to which an option is exercised shall be paid in full at the time of exercise. Payment shall be made (i) in cash, which may be paid by check or other instrument acceptable to the Corporation; (ii) subject to compliance with applicable laws and regulations and such conditions as the Board of Directors or the Committee, as the case may be, may impose, in its sole discretion, on a case-by-case basis, by delivery of shares of Common Stock of the Corporation owned either (x) by the option holder prior to exercise of the option or (y) by the option holder as a result of the exercise of the option, as is equal in value (as determined by its Fair Market Value, as defined in paragraph 15 below, at the close of business on the last business day before the date of delivery) to the purchase price or (iii) by delivery of any combination of cash and such shares of the Company's Common Stock (valued as set forth above) which, in the aggregate, is equal in value to the purchase price; provided, however, that with respect to Incentive Options, no such discretion may be exercised unless the option agreement permits the payment has been madeof the purchase price in that manner.

Exercise of Options. (a) The Optionee must Written notice of an election to exercise any portion of an Option, specifying the portion thereof being exercised, shall be an Eligible Employee at all times from delivered by the date of grant until Executive, or his personal representative in the exercise event of the Executive's death (i) in the case of Exit Participation Options grantedgranted in connection with an Approved Sale, except as by delivering such notice in accordance with written instructions provided to the Executive by the Company, which instructions shall be provided to the Executive no later than three business days prior to the consummation of such Approved Sale (or, if the Executive does not exercise such Exit Participation Options in Section 2.5(bconnection with such Approved Sale, then either in accordance with the provisions of clause (ii) hereof or by delivering such notice in accordance with written instructions provided to the Executive by the Company no later than three business days prior to the consummation of a Sale of the Company), and (ii) in the case of all other Options, (A) by delivering such notice to the principal executive offices of the Company or (B) by mailing such notice, postage prepaid, addressed to the Secretary of the Company at the principal executive offices of the Company. (b) This An Option may shall be deemed exercised to the extent exercisable when (i) by giving the Company has received written notice of such exercise pursuant to the CorporationSection 6(a) above, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by (ii) full payment of the Exercise Price thereof aggregate option price of the Shares as to which the Option is exercised has been made, and (iii) arrangements that are satisfactory to the Board in its sole discretion have been made for the Executive's payment to the Company of the amount that is necessary for the Company to withhold in accordance with applicable Federal or state tax withholding requirements. The Company shall promptly advise the Executive, upon the Executive's request, made no earlier than five days prior to the proposed date of exercise, of the amount of such withholding Taxes which the Tax Withholding Liability Company will require to be paid pursuant to Section 2.4(cclause (iii) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Actimmediately preceding sentence. The option price of any Shares purchased shall be paid in cash, by certified or official bank check, by money order, or by a combination of the above; provided, however, that the Board in the event the prior occurrence of the Registration or its sole discretion may accept a personal check in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial payment of any Shares; and provided, further, that in the case of any exercise of a Non-Qualified OptionOptions in connection with an Approved Sale, the Optionee will Company shall, at the Executive's request, pay or cause to be paid to the Corporation Executive, in cancellation of all such Options and in lieu of any such exercise, an amount equal to (x) the net amount of proceeds that the Executive would had have received had he exercised such Options and sold the underlying Shares concurrently with the closing of such Approved Sale, minus (y) the Aggregate Exercise Price Per Share of such Options, minus (z) the aggregate amount that is necessary for the Company to withhold in accordance with applicable Federal or state tax withholding requirements. The Executive shall not be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to him under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or in such other form as property) or distributions or other rights for which the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable record date is prior to the Corporation either (i) date such stock certificate is issued, except as expressly provided in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madeSection 10 hereof.

Exercise of Options. 3.1 Subject to the Rules of the Scheme and the terms of this Agreement (a) The Optionee must including the provisions of Clause 2, this Clause 3, Clause 5, Clause 7 and Clause 8) the Option shall Vest and shall be an Eligible Employee at all times exercisable as from the date of grant until the exercise Committee determines the extent to which the Performance Conditions are met (and only to such to extent) which shall ordinarily be as soon as practicable following the financial year of the Options granted, except as provided in Section 2.5(b)Company ending 30 June 2024. (b) This 3.2 The Option Holder may be exercised exercise the Option to the extent exercisable (i) Vested by giving written notice in writing to the Company (in the form set out in Appendix 3): 3.2.1 stating that he wishes to exercise his Option to the extent then Vested; and 3.2.2 specifying the number of Option Shares he then wishes to acquire. Upon receipt thereof, but subject to the provision of this Clause 3, the Company shall be bound to issue or procure the transfer of the Option Shares to the Option Holder. 3.3 Any notice of exercise to shall take effect only when the CorporationCompany receives it, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full together with payment of the Exercise aggregate Option Price thereof and the amount of the any Option Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (includingor, if the Committee so permits, an undertaking to pay those amounts or if the Committee agrees other alternative arrangements for payment, any documents required in connection with those) and (if required) the share retention agreement referred to in Clause 3.4 and a portion joint election under section 431(1) or 431(2) of ITEPA. 3.4 The provisions of this Clause 3.4 shall apply in the event that the Option is exercised prior to the first anniversary of the shares date the Option Vests. In such circumstances the exercise of stock as the Option is conditional on the Option Holder entering into a share retention agreement, in a form to be agreed by the Committee, pursuant to which the Option is Holder agrees not to sell or otherwise dispose of any of the Option Shares (net of such number sold in respect of any Option Tax Liability arising in connection with exercise) until the first anniversary of the date the Option Vested or, if sooner, until any of the events set out in Clause 7 occur or the Option Holder ceases to be an Eligible Employee in circumstances where the Option Holder dies or where Clause 5.1.4 applies. 3.5 The Option Shares shall be issued or transferred to the Option Holder in accordance with, and subject to the provisions of, the Articles from time to time. 3.6 If the Option Holder ceases to be an Eligible Employee other than in circumstances where Clause 3.7 applies, the Option shall be exercisable only to the extent the Option has Vested prior to the date of cessation. 3.7 If the Option Holder ceases to be an Eligible Employee by reason of: 3.7.1 death; 3.7.2 disability, injury or ill health evidenced to the satisfaction of the Committee; 3.7.3 redundancy within the meaning of the Employment Rights ▇▇▇ ▇▇▇▇; 3.7.4 retirement with the agreement of the Committee; 3.7.5 the Option Holder's Employing Company or the business for which the Option Holder works being sold out of the Company’s group; or 3.7.6 any other reason, if the Committee so decides then being exercised) with a Fair Market Value as the Option may be exercised to the Relevant Extent in the Relevant Period. 3.8 For the purpose of this Clause 3 the Relevant Period means: 3.8.1 if the Option Holder dies, the first anniversary of the date of delivery equal the Option Holder’s death; and 3.8.2 in any other circumstances, the Good Leaver Period as specified in Clause 5.2. 3.9 For the purpose of this Clause 3 the Relevant Extent means: 3.9.1 in the case of an Option that is already Vested the extent to which it still subsists and remains exercisable; and 3.9.2 in the Exercise Pricecase of an Option not already Vested, or (iii) at the discretion extent to which such Option is determined to be Vested by application of the Performance Conditions (as applied on their normal basis or adjusted as relevant by the Committee by a combination of (iin accordance with their terms) and (ii) above. No shares of Stock applying the Pro-Rata Factor. 3.10 The Pro-Rata Factor shall be delivered P where P = X/Y where X is the number of days in the period commencing on the Date of Grant and ending on the date the Option Holder ceases to be an Eligible Employee and Y is the number of days in the period commencing on the Date of Grant and ending 30 June 2024. The Committee may determine not to apply the Pro-Rata Factor or to apply it to a lesser extent. 3.11 The Option Holder shall not be treated as ceasing to be an Eligible Employee until full payment has been madesuch time as he is no longer an executive director or employee the Company or of any Subsidiary (i.e. no longer employed within the Company’s group as relevant).

Exercise of Options. No option granted under this Agreement shall be ------------------- exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with Section 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until Shares to be purchased (which shall be no less than 100 Shares unless the exercise number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Options granted, except as provided in Section 2.5(bOption is being exercised).; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written representation and undertaking, in such form and substance as the Company may require, that the shares of Stock to be purchased upon such exercise Shares underlying the Option are being purchased acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in connection with any distribution such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such shares other agreements, representations and undertakings as described in violation the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the 1933 ActInternal Revenue Code of 1986, as amended, attached hereto as Exhibit A; provided, however, that in the event the prior occurrence --------- and (f) such further acts as may be necessary to register Optionee as a stockholder of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyCompany. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. (a) The Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options granted, except as provided in Section 2.5(b). (b) This Option may shall be exercised to by the extent exercisable (i) by giving delivery of a written notice of exercise to the CorporationCompany or its designee, specifyiing setting forth the number of full shares of Stock Shares with respect to which the Option is to be purchased and, if applicableexercised, accompanied by full payment for the Shares as instructed by the Board or, subject to the approval of the Exercise Price thereof Board pursuant to procedures approved by the Board, (a) 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 Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) Company, the amount of federal, state, local or foreign withholding taxes payable by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution Grantee by reason of such shares in violation exercise, (b) through simultaneous sale through a broker of Shares acquired on exercise, as permitted under Regulation T of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency.Federal Reserve Board, (c) As a condition by transfer to the issuance Company of the shares number of Stock upon full or partial exercise of a Non-Qualified OptionShares then owned by the Grantee, the Optionee will pay to Fair Market Value of which equals the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount purchase price of the Corporation’s Tax Withholding Liability required Shares purchased in connection with the Option exercise, properly endorsed for transfer to the Company; provided however, that Shares used for this purpose must have been held by the Grantee for such exercise. (d) The Exercise Price minimum period of an Option time as may be established from time to time by the Board; and provided further that the Fair Market Value of any Shares delivered in payment of the purchase price upon exercise of the Options shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the exercise date, which shall be the date of delivery equal of the certificates for the Stock used as payment of the exercise price. For purposes of this Section 6.4, in lieu of actually transferring to the Exercise PriceCompany the number of Shares then owned by the Grantee, or (iii) at the Board may, in its discretion permit the Grantee to submit to the Company a statement affirming ownership by the Grantee of such number of Shares and request that such Shares, although not actually transferred, be deemed to have been transferred by the Grantee as payment of the Committee exercise price, or (d) by a combination "net exercise" arrangement pursuant to which the Company will not require a payment of (i) and (ii) abovethe Option Price but will reduce the number of Shares upon the exercise by the largest number of whole shares that has a Fair Market Value on the date of exercise that does not exceed the aggregate Option Price. No shares With respect to any remaining balance of Stock shall be delivered until full the aggregate option price, the Company will accept a cash payment has been madefrom the Grantee.

Exercise of Options. (a) The Optionee must be an Eligible Employee at all times from the date of grant until the exercise of the Options granted, except as provided in Section 2.5(b). (b) This Option may be exercised by written notice to the extent exercisable Company at its principal office. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the person (iincluding, for purposes of this Agreement, any entity) exercising the Option. In the event that the Option shall be exercised pursuant to paragraph 6 hereof by giving written any person other than the Grantee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise to the Corporation, specifyiing the number of full shares of Stock to shall be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount full purchase price of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that Shares being purchased in cash. The certificate or certificates for the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as shall have been so exercised shall be registered in the name of the date Grantee or his permitted assigns in accordance with paragraph 6 below and shall be delivered, as provided above, to or upon the written order of the Grantee or such permitted assigns as soon as practicable (except as otherwise provided below in this paragraph 5) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. The Company has reserved for issuance out of the authorized capital stock of the Company a number of shares of the Company's common stock equal to the Exercise Price, or (iii) at the discretion number of shares of the Committee by a combination Company's common stock issuable upon the exercise of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madethe Option.

Exercise of Options. (a) The Optionee must a. Options shall only be exercisable at such times as provided in the Plan Documents and only to the extent that the participant is vested in the Shares subject to the Option pursuant to the Vesting Schedule set forth in the Option Agreement. b. Forestar shall not be required to deliver certificates or instruments for shares with respect to which an Eligible Employee at all times from the date of grant Option is exercised until the exercise price for the shares of the Options granted, except as provided Common Stock being purchased has been paid in Section 2.5(b)full. (b) This Option c. In order to exercise an Option, notice must be provided to Forestar in such form as may be exercised specified by Forestar. Such notice shall state that the Participant elects to the extent exercisable (i) by giving written notice of exercise to the Corporationa specified Option, specifyiing the number of full shares of Common Stock to in respect of which it is being exercised, and the manner of payment of the exercise price of the Option. d. The notice shall be purchased and, if applicable, accompanied by payment of the full payment Exercise Price of the Option with respect to the number of shares being purchased. The Exercise Price shall be paid in cash, by irrevocable instructions to a broker to deliver promptly to Forestar cash equal to the Exercise Price of the Option, or unless otherwise provided in the applicable Option Agreement, in whole shares of Common Stock already owned by the Participant, or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the wire transfer of immediately available funds, in each case payable to the order of Forestar (or such other person or entity as may be specified by Forestar). Payments of the Exercise Price thereof and of an Option that are made in the amount form of the Tax Withholding Liability pursuant to Section 2.4(cCommon Stock (which shall be valued at Fair Market Value) below; and may be made by (i) delivery of stock certificates in negotiable form, or (ii) unless otherwise determined by giving assurances satisfactory the Committee, delivery of the Participant’s representation that on the date of exercise he or she owns the requisite number of shares and, unless such shares are registered in the Participant’s name as verified by Forestar’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the Corporation that delivery of the specified number of shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 ActCommon Stock; provided, however, that in the event number of shares issued to the prior occurrence Participant upon exercise of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable reduced by the number of shares specified in the representation. In addition, to the Corporation either (i) extent permitted by the Committee in United States dollarsits sole discretion, in cash or by check, Corporation draft or money order payable to the order a Participant may satisfy payment of the Corporation, or (ii) at the discretion Exercise Price by forfeiting a number of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as Shares subject to which and outstanding under the Option is then being exercised) with a that, based on the Fair Market Value as of on the date of delivery the exercise, are equal in value to the Exercise Price. e. Notwithstanding as otherwise provided in the Plan Documents, or (iii) in no event may an Option be exercised after the Expiration Date. f. Except as provided in paragraph 5, a Participant may not exercise his Option unless such Participant is an Participant at the discretion of the Committee by a combination of (itime notice is delivered to Forestar in accordance with paragraphs 3(c) and (iid) above. No shares . g. The exercise of Stock the Option shall be delivered until full payment has been madefurther subject to paragraph 12 herein.

Exercise of Options. (a) The Optionee must To the extent that an optionee has the right to exercise an option, the option may be an Eligible Employee at all times exercised from time to time by written notice to the date Company stating the number of grant until shares being purchased and accompanied by payment in full of the purchase price for such shares, except that in no event shall the Company be required to issue fractional shares upon the exercise of the Options grantedan option, except as provided in Section 2.5(b). (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; providedAdministrator may, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, require that any exercise of an option be for at least 100 shares or, if less, the amount total number of shares for which the option is then exercisable. Any certificate(s) for outstanding securities of the Corporation’s Tax Withholding Liability Company used to pay the purchase price shall be accompanied by stock power(s) duly endorsed in blank by the registered holder of the certificate(s). In the event the certificate(s) tendered by the optionee in such payment cover more shares than are required in connection for such payment, the certificate(s) shall also be accompanied by instructions from the optionee to the Company's transfer agent with respect to disposition of the balance of the securities covered thereby. Notwithstanding any other provision of this Plan, the Administrator may impose such exercise. conditions upon the exercise of options (dincluding, without limitation, conditions limiting the time of exercise to specified periods) The Exercise Price as may be required to satisfy applicable regulatory requirements, including without limitation Rule 16b-3, other relevant securities laws and rules, and any applicable section of or rule under the Code. Whenever shares of stock are to be issued upon exercise of an Option option granted under the Plan or subsequently transferred, the Administrator shall be payable have the right to require the optionee or transferor to remit to the Corporation either (i) in United States dollarsCompany an amount sufficient to satisfy any federal, in cash or by check, Corporation draft or money order payable state and local withholding tax requirements prior to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares any certificate or certificates for such shares. The Administrator may, in the exercise of its discretion, allow satisfaction of tax withholding requirements by accepting delivery of securities of the Stock owned Company or by the Optionee (including, if the Committee so permits, withholding a portion of the shares stock otherwise issuable upon exercise of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madean option.

Exercise of Options. No option granted under this Agreement shall be ------------------- exercisable until it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in --------- accordance with Section 3 hereof, the Options may be exercised by Optionee (or --------- such other person specified in Section 5 hereof) to the extent exercisable as --------- determined under Section 2 hereof, upon delivery of the following to the Company --------- at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until Shares to be purchased (which shall be no fewer than 100 Shares unless the exercise number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Options granted, except as provided in Section 2.5(bOption is being exercised).; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written representation and undertaking, in such form and substance as the Company may require, that the shares of Stock to be purchased upon such exercise Shares underlying the Option are being purchased acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in connection with any distribution such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such shares other agreements, representations and undertakings as described in violation the Plan, including an acknowledgment that Optionee has reviewed the memorandum regarding Section 83(b) of the 1933 ActInternal Revenue Code of 1986, as amended, attached hereto as Exhibit A; provided, however, that in the event the prior occurrence --------- and (f) such further acts as may be necessary to register Optionee as a stockholder of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyCompany. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. No Option granted under this Agreement shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 6 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until the exercise of the Options granted, except as provided in Section 2.5(b).Shares to be purchased; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale taxable income, if any, recognized by Optionee in connection with any distribution of such shares the exercise, in violation whole or in part, of the 1933 Act; Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other income paid to Optionee by the Company, provided, however, that in such arrangements must satisfy the event the prior occurrence requirements of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other all applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise.tax laws); (d) The Exercise Price any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and (e) such further acts as may be necessary to register Optionee as a shareholder of an Option the Company. Fractional share interests shall be payable to disregarded, but may be cumulated. No fewer than 100 Options may be exercised at any one time, unless the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to number is the order total number of the Corporation, or (ii) Options exercisable at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madetime.

Exercise of Options. 6.1 An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, assign, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option or purport to do any of the foregoing. Any breach of the foregoing shall entitle the Company to cancel any outstanding Option, or any part thereof, in favour of such Grantee. 6.2 An Option may be exercised in whole or in part (abut if in part only, in respect of a Board Lot or an integral multiple thereof) The Optionee in the manner provided in Clause 6 by the Grantee (or, as the case may be, by his legal personal representative(s)) giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given. For the purposes of determining the date on or by which an Eligible Employee Option is or has been exercised under the Scheme, an Option shall be regarded as exercised when a duly completed notice of exercise complying with the terms of the Scheme, accompanied by the appropriate remittance, where necessary, has actually been received by the Company. Within 28 days after receipt of the notice and the remittance and, where appropriate, receipt of the independent financial adviser's or the Auditors' confirmation pursuant to Clause 9, the Company shall allot the relevant Shares to the Grantee credited as fully paid and issue to the Grantee a share certificate in respect of the Shares so allotted. 6.3 Subject as hereinafter provided in this Scheme, the Option may be exercised by the Grantee at all times any time during the Option Period Provided That: 6.3.1 in the event of the Grantee ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or representative of the Company or any Subsidiaries for any reason, other than his death, ill health, disability or insanity or the termination of his employment, office, agency, consultancy or representation on one or more of the grounds specified in Clause 7.5, the Grantee may exercise the Option up to his entitlement (or where the Option Period has not yet commenced, prospective entitlement under the Option) at the date of cessation (to the extent not already exercised) from the later of the date of commencement of the Option Period and the date of such cessation until whichever is the earlier of the date of expiry of the Option Period or the last day of the period of 1 month (or such longer period as the Board may determine) following the later of the date of commencement of the Option Period and the date of such cessation, which date shall be the last actual day of employment, office, agency, consultancy or representation with the Company or the relevant Subsidiary whether payment in lieu of notice is made or not (if applicable); 6.3.2 in the event of the Grantee ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or representative of the Company or any Subsidiaries by reason of death, ill health, disability or insanity and none of the events which would be a ground for termination of his employment, office, agency, consultancy or representation specified in Clause 7.5 has occurred, the Grantee or the legal personal representative(s) of the Grantee shall be entitled after commencement of the Option Period until the last day of the period of 12 months from the date of grant cessation (or such longer period as the Board may determine) to exercise the Option (to the extent not already exercised) in full or to the extent specified in the notice to exercise such Option; 6.3.3 subject to Clause 6.3.2, if a general offer to acquire Shares (whether by takeover offer, merger, privatisation proposal by scheme of arrangement between the Company and its members or otherwise in like manner) is made to all the holders of Shares (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional, the Grantee (or his legal personal representative(s)) shall , even though the Option Period has not yet commenced, be entitled to exercise the Option (to the extent not already exercised) at any time until whichever is the earlier of the date of expiry of the Option Period or the last day of the period of 1 month after the date on which the offer becomes or is declared unconditional, after which the Option shall lapse; 6.3.4 in the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith after it despatches such notice to each member of the Company give notice thereof to all Grantees (such notice to specify the record date for ascertaining entitlements to attend and vote at the proposed general meeting, together with a notice of the existence of the provisions of this Clause) and thereupon, each Grantee (or his legal personal representative(s)) shall, even if the Option Period has not yet commenced, be entitled to exercise all or any of his Options at any time not later than two Business Days prior to the record date for ascertaining entitlements to attend and vote at the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the record date for ascertaining entitlements to attend and vote at the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid. 6.4 The right to exercise an Option is not subject to or conditional upon the achievement of any performance target. 6.5 The Shares to be allotted upon the exercise of an Option will be subject to all the Options grantedprovisions of the Bye-Laws and will rank pari passu with the fully paid Shares in issue on the date of allotment or, except as provided if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members and accordingly will entitle the holders to participate in Section 2.5(b)all dividends or other distributions paid or made on or after the date of allotment or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the date of allotment, or, if later, before the date of registration of the allotment in the register of members of the Company. (b) This Option may be exercised to 6.6 A Share issued upon the extent exercisable (i) by giving written notice of exercise to the Corporation, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price thereof and the amount of the Tax Withholding Liability pursuant to Section 2.4(c) below; and (ii) by giving assurances satisfactory to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to not carry any voting rights until the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order registration of the CorporationGrantee (or any other person) as the holder thereof. 6.7 For the purposes of Clause 6. 3.1 a Grantee shall not be regarded as ceasing to be an employee (including any executive director), officer (including any non-executive director), agent, consultant or (ii) representative of the Company or any Subsidiaries if he ceases to hold a position of employment, office, agency, consultancy or representation with the Company or any particular Subsidiary but at the discretion same time he takes up a different position of employment, office, agency, consultancy or representation with the CommitteeCompany or another Subsidiary, through as the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madecase may be.

Exercise of Options. Until termination of the Options in accordance ------------------- with Section 3 hereof, the Options may be exercised by Optionee (or such other --------- person specified in Section 4 hereof) upon delivery of the following to the --------- Company at its principal executive offices (the date such delivery occurs is hereinafter referred to as, the "Exercise Date"): (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until Shares to be purchased (which shall be no less than 100 Shares unless the exercise number of Shares remaining available for purchase hereunder is less than 100 Shares and the entire remainder of the Options granted, except as provided in Section 2.5(bOption is being exercised).; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); --------- (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation taxable income, if any, recognized by Optionee in connection with the exercise, in whole or in part, of the Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company or any Subsidiary, provided, however, such arrangements must satisfy the requirements of all applicable tax laws); (d) a written representation and undertaking, in such form and substance as the Company may require, that the shares of Stock to be purchased upon such exercise Shares underlying the Option are being purchased acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof; (e) a written representation and undertaking, in connection with any distribution such form and substance as the Company may require, setting forth the investment intent of Optionee, or a Successor, as the case may be, and such shares other agreements, representations and undertakings as described in violation the Plan; and (f) such further acts as may be necessary to register Optionee as a stockholder of the 1933 Act; provided, however, that in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyCompany. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of an Option shall be payable to the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been made.

Exercise of Options. (a) The Optionee must a. Temple-Inland shall not be required to deliver certificates or instruments for shares with respect to which an Eligible Employee at all times from the date of grant Option is exercised until the exercise price for the shares of the Options grantedCommon Stock being purchased has been paid in full, except as provided in Section 2.5(b)paragraph 3.d. hereof. (b) This Option b. In order to exercise an Option, notice must be provided to Temple-Inland in such form as may be exercised specified by Temple-Inland. Such notice shall state that the Participant elects to the extent exercisable (i) by giving written notice of exercise to the Corporationa specified Option, specifyiing the number of full shares of Common Stock in respect of which it is being exercised, and the manner of payment of the exercise price of the Option. c. Except as provided in paragraph 3.d. hereof, the notice shall be accompanied by payment of the full exercise price of the Option with respect to the number of shares being purchased. The Exercise Price shall be purchased andpaid in cash, by irrevocable instructions to a broker to deliver promptly to Temple-Inland cash equal to the Exercise Price of the Option, or unless otherwise provided in the applicable Option Agreement, in whole shares of Common Stock held by the Participant for such period, if applicableany, accompanied as may be specified by full payment the Committee, or partly in cash and partly in such Common Stock. Cash payments shall be made by certified or bank cashier’s check, or by the wire transfer of immediately available funds, in each case payable to the order of Temple-Inland (or such other person or entity as may be specified by Temple-Inland). Payments of the Exercise Price thereof and of an Option that are made in the amount form of Common Stock (which shall be valued at Fair Market Value) may be made by (i) delivery of stock certificates in negotiable form with an issue date indicating the Tax Withholding Liability pursuant to Section 2.4(c) below; and Common Stock has been held by the Participant for such period, if any, as may be specified by the Committee, or (ii) unless otherwise determined by giving assurances satisfactory the Committee, delivery of the Participant’s representation that on the date of exercise he or she owns the requisite number of shares which he or she has held for such period, if any, as may be specified by the Committee, and, unless such shares are registered in the Participant’s name as verified by Temple-Inland’s transfer agent’s records, a representation executed by the Participant’s brokerage firm or other entity in whose name such shares are registered that on the date of exercise the Participant beneficially owns the requisite number of shares and has held such shares for such period, if any, as may be specified by the Committee, (“Certificateless Exercise”). Delivery of such a representation pursuant to a Certificateless Exercise shall be treated as the Corporation that delivery of the specified number of shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale in connection with any distribution of such shares in violation of the 1933 ActCommon Stock; provided, however, that the number of shares issued to the Participant upon exercise of the Option shall be reduced by the number of shares specified in the event the prior occurrence of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other applicable law, regulation or rule of any governmental agencyrepresentation. (c) As a condition to d. Unless otherwise prohibited by the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified OptionCommittee, the Optionee will pay to the Corporation and in cash, or in accordance with such other form rules as the Committee may determine in its discretionprescribe, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise. (d) The Exercise Price of a Participant may surrender to Temple-Inland an Option shall be payable (or a portion thereof) that has become exercisable and receive upon such surrender, without any payment to Temple-Inland (other than required tax withholding amounts) that number of shares (equal to the Corporation either (ihighest whole number of shares) in United States dollars, in cash or by check, Corporation draft or money order payable to the order of the Corporation, or (ii) at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a having an aggregate Fair Market Value as of the date of delivery surrender equal to that number of shares subject to the Option (or portion thereof) being surrendered multiplied by an amount equal to the excess of (i) the Fair Market Value on the date of surrender over (ii) the Exercise Price, or (iii) at plus an amount of cash equal to the discretion fair market value of any fractional share to which the Participant would be entitled but for the parenthetical above relating to the issuance of a whole number of shares. Any such surrender shall be treated as the exercise of the Committee by a combination of Option (ior portion thereof) and (ii) abovethe provisions of paragraph 3.c. No shares hereof shall not apply. e. Except as provided in paragraph 5 hereof, no Option may be exercised at any time unless the holder thereof is then an Employee of Stock shall be delivered until full payment has been madethe Group.

Exercise of Options. No Option granted under this Agreement ------------------- shall be exercisable until and except to the extent that it has vested. On or after the vesting of the Options in accordance with Section 2 hereof and until termination of the Options in accordance with this Agreement and the Plan, the Options may be exercised by Optionee (or such other person specified in Section 5 hereof) to the extent exercisable as determined under Section 2 hereof, upon delivery of the following to the Company at its principal executive offices: (a) The Optionee must a written notice of exercise which identifies this Agreement, the type of Option to be an Eligible Employee at all times from exercised, and states the date number of grant until the exercise of the Options granted, except as provided in Section 2.5(b).Shares to be purchased; (b) This Option may be exercised to the extent exercisable (i) by giving written notice of exercise to the Corporationa check, specifyiing the number of full shares of Stock to be purchased and, if applicable, accompanied by full payment of the Exercise Price cash or any combination thereof and in the amount of the Tax Withholding Liability pursuant aggregate Purchase Price (or payment of the aggregate Purchase Price in such other form of lawful consideration as the Committee may approve from time to time under the provisions of Section 2.4(c7 of the Plan); (c) below; and (ii) a check or cash in the amount reasonably requested by giving assurances satisfactory the Company to satisfy the Company's withholding obligations under federal, state or other applicable tax laws with respect to the Corporation that the shares of Stock to be purchased upon such exercise are being purchased for investment and not with a view to resale taxable income, if any, recognized by Optionee in connection with any distribution of such shares the exercise, in violation whole or in part, of the 1933 Act; Options (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee's wages, bonus or other income paid to Optionee by the Company, provided, however, that in such arrangements must satisfy the event the prior occurrence requirements of the Registration or in the event resale of such Stock without such Registration would otherwise be permissible, this second condition will be inoperative if, in the opinion of counsel for the Corporation, such condition is not required under the 1933 Act or any other all applicable law, regulation or rule of any governmental agency. (c) As a condition to the issuance of the shares of Stock upon full or partial exercise of a Non-Qualified Option, the Optionee will pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion, the amount of the Corporation’s Tax Withholding Liability required in connection with such exercise.tax laws); (d) The Exercise Price any written representations and/or undertakings, in such form and substance as the Company may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements; and (e) such further acts as may be necessary to register Optionee as a shareholder of an Option the Company. Fractional share interests shall be payable to disregarded, but may be cumulated. No fewer than 100* Options may be exercised at any one time, unless the Corporation either (i) in United States dollars, in cash or by check, Corporation draft or money order payable to number is the order total number of the Corporation, or (ii) Options exercisable at the discretion of the Committee, through the delivery of shares of the Stock owned by the Optionee (including, if the Committee so permits, a portion of the shares of stock as to which the Option is then being exercised) with a Fair Market Value as of the date of delivery equal to the Exercise Price, or (iii) at the discretion of the Committee by a combination of (i) and (ii) above. No shares of Stock shall be delivered until full payment has been madetime.