Common use of Exercise of the Stock Option Clause in Contracts

Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing and signed by the Option Holder (or in such other form as is acceptable to the Administrator). Each such written exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) at the election of the Optionee, by the Administrator’s holding back of Shares from this Stock Option having a fair market value equal to the exercise price in payment of the exercise price of this Stock Option, (iii) to the extent permitted by the Administrator, through a broker assisted cashless exercise program acceptable to the Administrator1, (iv) by such other means, if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”); provided, however, if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16. extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date the Stock Option or any remaining portion thereof will thereupon immediately terminate.

Exercise of the Stock Option. (a) No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall must be in writing and signed by the Option Holder (written or in such other electronic form as is acceptable to the Administrator), signed (including by electronic signature) by the Participant or, if at the relevant time the Stock Option has passed to a permitted transferee, the permitted transferee. Each such written or electronic exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in of the Plan. The exercise price may be paid (i) by cash or check check, through a broker-assisted exercise program acceptable to the Administrator, (ii) at or as otherwise provided in the election of the Optionee, by the Administrator’s holding back of Shares from this Stock Option having a fair market value equal to the exercise price in payment of the exercise price of this Stock Option, (iii) to the extent permitted by the Administrator, through a broker assisted cashless exercise program acceptable to the Administrator1, (iv) by such other means, if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise the Stock Option and compliance with applicable securities lawsPlan. The latest date on which the Stock Option or any portion thereof may be exercised will be is the 10th tenth (10th) anniversary of the Date of Grant (the “Final Exercise Date”); provided, however) and, if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16. extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date such date, the Stock Option or any remaining portion thereof will thereupon immediately terminate. No Shares will be issued pursuant to this Agreement unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Administrator. (b) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement or the Plan, in the event that the Participant’s Employment is terminated due to the Participant’s death, Total and Permanent Disability or Retirement (each as defined below), in each case, the portion of the Stock Option that is then vested will remain exercisable until the Final Exercise Date. For purposes of this Agreement, “Total and Permanent Disability” shall be defined and classified by the Company’s applicable disability benefit plan, as determined by the Administrator. For purposes of this Agreement, “Retirement” means the Participant’s termination of Employment (other than for Cause or at a time when the Participant’s Employment could have been terminated for Cause) (i) at any time after the Participant has reached age sixty (60) with ten (10) years of service to the Company and its Affiliates and (ii) with the intention of concluding his or her working or professional career.

Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing and signed by the Option Holder (or in such other form as is acceptable to the Administrator). Each such written exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) at the election of the Optionee, by the Administrator’s holding back of Shares from this Stock Option having a fair market value equal to the exercise price in payment of the exercise price of this Stock Option, (iii) to the extent permitted by the Administrator, through a broker assisted cashless exercise program acceptable to the Administrator1, (iv) by such other means, if any, as may be acceptable to the Administrator or (v) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”); provided, however, if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16. extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date the Stock Option or any remaining portion thereof will thereupon immediately terminate. 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16.

Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing writing, subject to any restrictions provided under the Plan and signed by the Option Holder (or in Stockholders Agreement and to such other form additional administrative rules as is acceptable to the Administrator)Administrator may reasonably prescribe. Each such written exercise election must be received by the Company at its principal office or by such other party as the Administrator may reasonably prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) at the election of the Optionee, by the Administrator’s holding back of Shares from this Stock Option shares otherwise deliverable upon exercise having a fair market value equal to the exercise price in payment of the exercise price of this Stock Optionvalue, (iii) to the extent permitted as determined by the Administrator, through a broker assisted cashless exercise program acceptable equal to the Administrator1aggregate exercise price for the portion of the Stock Option being exercised, (iviii) by such other means, if any, as may be acceptable to the Administrator Administrator, or (viv) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the The Company will be under no obligation to deliver Shares shares hereunder unless and until it is satisfied as to that the authority of the Option Holder to exercise person exercising the Stock Option has been authorized to do so by the Optionee and the exercise is in compliance with applicable securities lawslaws and the terms of the Stockholders Agreement. The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”); provided, however, ) and if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16. extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date such date, or earlier forfeited or otherwise terminated, the Stock Option or any remaining portion thereof will thereupon immediately terminate.

Exercise of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing writing, subject to any restrictions provided under the Plan and signed by the Option Holder (or in Stockholders Agreement and to such other form additional administrative rules as is acceptable to the Administrator)Administrator may reasonably prescribe. Each such written exercise election must be received by the Company at its principal office or by such other party as the Administrator may reasonably prescribe and be accompanied by payment in full as provided in the Plan. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) at the election of the Optionee, by the Administrator’s holding back of Shares from this Stock Option shares otherwise deliverable upon exercise having a fair market value equal to the exercise price in payment of the exercise price of this Stock Optionvalue, (iii) to the extent permitted as determined by the Administrator, through a broker assisted cashless exercise program acceptable equal to the Administrator1aggregate exercise price for the portion of the Stock Option being exercised, (iviii) by such other means, if any, as may be acceptable to the Administrator Administrator, or (viv) by any combination of the foregoing permissible forms of payment. In the event that If the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise the Stock Option and compliance with applicable securities lawslaws and the terms of the Stockholders Agreement. The latest date on which the Stock Option or any portion thereof may be exercised will be the 10th anniversary of the Date of Grant (the “Final Exercise Date”); provided, however, ) and if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically 1 Note to Draft – a cashless exercise by a Section 16 officer will be treated as sale of securities, so it will need to be reported on Form 4 and the “sold” shares are subject to matching under Section 16. extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date such date, or earlier forfeited or otherwise terminated, the Stock Option or any remaining portion thereof will thereupon immediately terminate.