Common use of General Rules Clause in Contracts

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. (a) The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. (b) The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. (c) If Optionee makes a disposition, within the meaning of Section 424(c)of 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. (d) No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation Notwithstanding any other provision of the Company Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be forfeited, if forfeitable11, or if not forfeitable, distributed no later than the last day of each Plan Year to sell a Participant to whose Account such Excess Aggregate Contributions was allocated for the preceding Plan Year.12 Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest ACP Contribution Amounts taken into account in calculating the ACP Test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such ACP Contribution Amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Aggregate Contributions. Excess Aggregate Contributions shall be treated as Annual Additions under the Plan. Excess Contributions (and allocable income) shall be reduced by any amounts previously distributed to the Participant from the Plan to correct excess Deferrals for the Participant’s Taxable Year with or deliver Shares within the Plan Year in accordance with Code Section 402(g)(2). In making distributions, the Plan Administrator shall distribute and/or forfeit, if forfeitable, Excess Aggregate Contributions in the following order: first, After-Tax Contributions with respect to the Options granted shall be subject to all applicable lawswhich no Matching Contributions were made; second, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") After-Tax Contributions with respect to any Option. If Optionee is entitled which Matching Contributions were made and the Matching Contributions to receive Shares upon exercise of an Optionwhich those After-Tax Contributions relate on a pro rata basis; third, the Optionee shall pay the Withholding Taxes Matching Contributions and all other amounts, if any, included in Excess Aggregate Contributions with respect to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Actaffected Highly Compensated Employees. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C C) the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. . If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. c. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C C) the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable lawsInternal Revenue Code of 1986, rules and regulations, including all applicable federal and state securities lawsas amended, and the obtaining of all regulations thereunder, as such approvals by governmental agencies as law and regulations may be deemed necessary amended from time to time (the “Code”), or appropriate by any successor provision thereto, but for the Board. b. The Company application of this sentence, then the payments and benefits to be paid or provided hereunder or thereunder (as applicable) shall have the right to deduct from any distribution of cash to Optionee, an amount equal be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes and other amounts as may be required by law taxes). The determination of whether any reduction in such payments or benefits to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee provided hereunder is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes required pursuant to the Company prior to preceding sentence shall be made at the issuance, or release from escrow, expense of such Shares. In satisfaction of the Withholding Taxes to the Company, if requested by the Optionee may make Executive or the Company, by the Company’s independent accountants or a written election (nationally recognized law firm chosen by the "Tax Election"), which Company. The fact that the Executive’s right to payments or benefits may be accepted reduced by reason of the limitations contained in this Section 9 shall not of itself limit or rejected otherwise affect any other rights of the Executive under this Agreement. In the event that any payment or benefit is required to be reduced pursuant to this Section 9, then the reduction will be made in accordance with Section 409A of the Code and will occur in the discretion of following order: (a) first, by reducing any cash payments with the Boardlast scheduled payment reduced first; (b) second, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided by reducing any equity-based benefits that in respect of an Optionee who may be subject to liability are included at full value under Section 16(bQ&A-24(a) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication Treasury Regulations promulgated under Section 280G of the Company's quarterly or annual statements of earnings Internal Revenue Code (a "Window Period"the “280G Regulations”), with the highest value reduced first; (c) and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board maythird, by the adoption reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b24(c) of the Exchange Act280G Regulations, an with the highest value reduced first; and (iid) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereoffourth, by delivery of written notice to reducing any non-cash, non-equity based benefits, with the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxeslatest scheduled benefit reduced first. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation Subject to the provisions of Section 8 hereof, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is interviewed in connection with, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company to sell or deliver Shares with respect shall indemnify Indemnitee to the Options granted shall be subject to all applicable lawsfullest extent authorized and permitted by law, rules and regulations, including all applicable federal and state securities laws, the Company’s By-Laws and the obtaining terms of all such approvals by governmental agencies this Agreement, as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from soon as practicable but in any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld event no later than thirty (the "Withholding Taxes"30) with respect to any Option. If Optionee days after written demand is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes presented to the Company, against any and all Expenses. Notwithstanding the Optionee may make foregoing sentence, in no event shall Indemnitee be entitled to indemnification pursuant to this Agreement for any liability finally adjudged by a written election court of competent jurisdiction (and after the "Tax Election"), which may be accepted exhaustion or rejected in the discretion lapse of the Board, all rights of appeal) to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability arisen (x) under Section 16(b) of the Securities Exchange Act either of 1934; (i)(Ay) under federal or state securities laws for actions or conduct specifically found to constitute “i▇▇▇▇▇▇ ▇▇▇▇▇▇▇”, or (z) from actions or conduct on the Optionee makes part of Indemnitee which is specifically found to constitute fraud or bad faith, or to have created an unlawful personal benefit to Indemnitee; provided, however, to the Tax Election at least six extent any of the foregoing conduct is raised as a defense to indemnification of Indemnitee, such defense shall be permitted only as to Claims specifically and solely involving the foregoing, and to the extent the indemnification request also involves Claims or portions of Claims not involving the foregoing or as to which the foregoing are only a part, the extent of Indemnitee’s indemnification shall be governed by the provisions of Section 5 hereof. The Company shall advance all Expenses incurred by Indemnitee as soon as practicable but in any event no later than five (65) months business days after the date the Option was grantedCompany is presented with a written demand by Indemnitee for payment of such Expenses (an “Expense Advance”), (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent subject only to the immediately preceding Window Period or (ii)(A) reimbursement obligation of Indemnitee as provided in Section 2(b)(ii). Expenses incurred in defending any proceeding shall be advanced by the Tax Election is made at least six (6) months Company prior to the date final disposition of the Option is exercised prior proceeding. In submitting any invoice for such Expenses, Indemnitee shall not be required to the expiration of six (6) months following an election submit any information which Indemnitee has been advised by Indemnitee’s counsel could reasonably be expected to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions result in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) waiver of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will attorney-client privilege or would constitute exempt transactions under Section 16b of the Exchange Actattorney work product. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C C) the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an and (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. (a) The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. (b) The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. (c) If Optionee makes a disposition, within the meaning of Section 424(c)of 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. (d) No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.be

General Rules. a. The obligation of (i) Unless an MPC Participant elects, pursuant to a Qualified Election made within the Company to sell one hundred eighty (180) day period ending on the date distribution or deliver Shares with respect to the Options granted shall withdrawal would otherwise be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary made or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Boardcommence, to have withheld the amount of withdrawal or distribution from his MPC Money Purchase Account paid in a form of benefit available under Section B-5or Section 14.3, as the case may be, the balance of the MPC Participant’s MPC Money Purchase Account to be withdrawn or distributed shall be paid to the MPC Participant in the form of a Qualified Joint and Survivor Annuity. (ii) Unless an MPC Participant elects, pursuant to a Qualified Election made within the Election Period, to have the balance of his MPC Money Purchase Account paid in a form of benefit available under Section 14.3 of the Plan, if the MPC Participant dies before benefits have commenced, the MPC Participant’s balance in his MPC Money Purchase Account shall be applied toward the purchase of a Qualified Preretirement Survivor Annuity for the life of the Surviving Spouse, if any. (iii) Notwithstanding the foregoing general rules, if on his distribution date the MPC Participant’s total vested Account balance (excluding Rollover Contributions) does not exceed $5,000, the balance in the MPC Money Purchase Account shall be distributed to or on behalf of the MPC Participant (or his Beneficiary in the event of the MPC Participant’s death) in accordance with Section 14.3(b). (iv) To the extent any loan under Section 13.3 would be secured by any portion of the Shares issuable to him or her upon exercise MPC Participant’s Money Purchase Account, such loan may not be made without the prior written consent of the Option having an aggregate Fair Market Value, MPC Participant’s Spouse on the date preceding on which the date of exerciseloan becomes so secured. The consent which shall be irrevocable, equal to must be made within 180 days before the Withholding Taxesloan is so secured, provided that in respect of an Optionee who may be subject to liability under Section 16(b) must acknowledge the financial effect of the Exchange Act either loan and must be witnessed by the Plan Administrator or a notary public. (i)(Av) Each MPC Participant shall be provided with a written explanation of (A) the Optionee makes terms and conditions of the Tax Election at least six (6) months after the date the Option was grantedQualified Joint and Survivor Annuity, (B) the Option is exercised during MPC Participant’s right to make, and the ten day period beginning on effect of, an election not to take a Qualified Joint and Survivor Annuity, (C) the third business day and ending on the twelfth business day following the release for publication rights of the Company's quarterly or annual statements MPC Participant’s Spouse with regard to such Spouse’s required consent to the MPC Participant’s waiver of earnings (a "Window Period") the Qualified Joint and Survivor Annuity, and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(AD) the Tax Election is made at least six (6) months prior MPC Participant’s right to make, and the date the Option is exercised prior to the expiration effect of, a revocation of six (6) months following an election to revoke waive, the Tax ElectionQualified Joint and Survivor Annuity. This explanation shall be provided to the MPC Participant no less than thirty (30) and no more than 180 days before the date distribution or withdrawal would otherwise be made or commenced (and consistent with such regulations as the Secretary of the Treasury may prescribe). The written explanation shall include an explanation of the eligibility conditions, other material features and relative values of the optional forms of benefits under the Plan, a general explanation of the relative financial effect on the MPC Participant’s benefit of the waiver of the Qualified Joint and Survivor Annuity and an explanation of the right to defer receipt of the MPC Participant’s benefit until his normal retirement age, and the consequences of failing to defer such receipt. Notwithstanding the foregoing, such explanation may be provided no less than seven (7) days before the Board may, by date distribution or withdrawal would otherwise be made or commenced if the adoption or rules or otherwise, MPC Participant (i) modify and the provisions MPC Participant’s Spouse unless the benefit is paid in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary form of a Qualified Joint and Survivor Annuity) consents to ensure that the Tax Elections will be exempt transactions under Section 16(b) a waiver of the Exchange Act, an 30-day notice period. (iivi) permit Tax Elections to Each married MPC Participant shall be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b provided with a written explanation of the Exchange Act. c. If Optionee makes a dispositionQualified Preretirement Survivor Annuity, within the meaning following period which ends last: (A) the period beginning on the first day of Section 424(c)of the Code Plan Year in which the MPC Participant attains age 32 and regulations promulgated thereunderending on the last day of the Plan Year in which the MPC Participant attains age 34; or (B) a reasonable period after the MPC Participant becomes a Participant. A reasonable period described in clause (B) is the period beginning one year before and ending one year after the event. If the MPC Participant separates from service before attaining age 35, of any Share or Shares issued to such Optionee pursuant to clauses (A) and (B) do not apply and the exercise of an Option Committee must provide the written explanation within the two-period beginning one year period commencing on the day before and ending one year after the date severance from service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and conditions of the grant or within the oneQualified Pre-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding TaxesRetirement Survivor Annuity. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation If and to the extent permitted by Section 17.01 of the Company to sell or deliver Shares with respect Adoption Agreement, at the request and direction of a Participant the Trustee shall invest in life insurance Policies, subject to the Options granted following: (a) each Policy shall be subject issued by the Insurer to all applicable laws, rules the Trustee only and regulations, including all applicable federal and state securities lawsshall provide for premiums payable in accordance with the terms of the Policy. Purchase of Policies in accordance with this Section 17.01 shall constitute an investment of amounts allocated to the appropriate Account of the Participant, and the obtaining of all each such approvals by governmental agencies as may Account shall be deemed necessary or appropriate reduced by the Board.amount paid for such Policies, b. The Company (b) as provided in Section 12.06, the Trustee shall have be designated as beneficiary of any Policy issued hereunder, and upon the right to deduct from any distribution death of cash to Optionee, an amount equal the Participant the Trustee shall pay or apply the Policy proceeds for the benefit of the appropriate Plan Beneficiary, (c) each Policy shall be a Policy between the Insurer and Trustee and shall reserve to the federalTrustee all rights, state options and local income taxes benefits, (d) each life insurance Policy shall provide a full or increasing death benefit, (e) each Policy shall provide settlement options (including lump sum cash payment in the event of the surrender or maturity of such Policy) subject, however, to Section 12.07, (f) any dividend payable while a Policy is on a premium paying basis shall be applied or accumulated as indicated on the Policy application for the benefit of the Participant on whose life the Policy was issued, (g) all classes of life insurance Policies purchased hereunder shall be alike or substantially alike as to settlement option provisions, cash values, and as to other amounts Policy provisions, subject, however, to the provisions of Sections 17.01(h), 17.01(i) and 17.01(j), (h) if an eligible Employee is determined to be insurable by the Insurer at its standard rates, a Policy shall be obtained upon his life, if available from the Insurer, which provides a life insurance death benefit prior to retirement to which the eligible Employee is entitled, (i) if an eligible Employee is not insurable at the standard rates of such Insurer, if permitted under the Policy being issued, the Policy shall provide for a reduced but increasing death benefit as determined by the Insurer (usually called increasing or graded death benefit), (j) if an eligible Employee is not insurable at the standard rates of the Insurer, each Employee may elect to pay any excess premium that may be required by law in order to be withheld obtain a Policy providing for full death benefits described in Section 17.01(h), if the Insurer shall agree to issue such a Policy,. (k) the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee Insurer shall pay the Withholding Taxes only issue Policies which conform to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction terms of the Withholding Taxes Plan, (1) in no event may amounts allocated to the Company, the Optionee may make a written election (the "Participant's Tax Election"), which may Deductible Contribution Account be accepted or rejected invested in the discretion Policies of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Actlife insurance. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation Subject to the provisions of Section 8 hereof, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is interviewed in connection with, or is threatened to be make a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company to sell or deliver Shares with respect shall indemnify Indemnitee to the Options granted shall be subject to all applicable lawsfullest extent authorized and permitted by law, rules and regulations, including all applicable federal and state securities laws, the Company’s By-Laws and the obtaining terms of all such approvals by governmental agencies this Agreement, as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from soon as practicable but in any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld event no later than thirty (the "Withholding Taxes"30) with respect to any Option. If Optionee days after written demand is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes presented to the Company, against any and all Expenses. Notwithstanding the Optionee may make foregoing sentence, in no event shall Indemnitee be entitled to indemnification pursuant to this Agreement for any liability finally adjudged by a written election court of competent jurisdiction (and after the "Tax Election"), which may be accepted exhaustion or rejected in the discretion lapse of the Board, all rights of appeal) to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability arisen (x) under Section 16(b) of the Securities Exchange Act either of 1934; (i)(Ay) under federal or state securities laws for actions or conduct specifically found to constitute “i▇▇▇▇▇▇ ▇▇▇▇▇▇▇”, or (z) from actions or conduct on the Optionee makes part of Indemnitee which is specifically found to constitute fraud or bad faith, or to have created an unlawful personal benefit to Indemnitee; provided, however, to the Tax Election at least six extent any of the foregoing conduct is raised as a defense to indemnification of Indemnitee, such defense shall be permitted only as to Claims specifically and solely involving the foregoing and to the extent the indemnification request also involves Claims or portions of Claims not involving the foregoing or as to which the foregoing are only a part, the extent of Indemnitee’s indemnification shall be governed by the provisions of Section 5 hereof. The Company shall advance all Expenses incurred by Indemnitee as soon as practicable but in any event no later than five (65) months business days after the date the Option was grantedCompany is presented with a written demand by Indemnitee for payment of such Expenses (an “Expense Advance”), (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent subject only to the immediately preceding Window Period or (ii)(A) reimbursement obligation of Indemnitee as provided in Section 2(b)(ii). Expenses incurred in defending any proceeding shall be shall be advanced by the Tax Election is made at least six (6) months Company prior to the date final disposition of the Option is exercised prior proceeding. In submitting any invoice for such Expenses, Indemnitee shall not be required to the expiration of six (6) months following an election submit any information which Indemnitee has been advised by Indemnitee’s counsel could reasonably be expected to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions result in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) waiver of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will attorney-client privilege or would constitute exempt transactions under Section 16b of the Exchange Actattorney work product. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. (a) The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. (b) The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. . If Optionee makes a disposition, within the meaning of Section 424(c)of 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. (c) No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation If payments have commenced to a Participant or Former Participant in accordance with Article VI and such Participant dies before his entire Vested Accrued Benefit has been distributed to him, the death benefit payable to his Beneficiary or surviving spouse shall be distributed at least as rapidly as under the method of distribution under which such payments were being made as of the Company to sell date of his death. If a Participant or deliver Shares with respect Former Participant dies before payment of his Vested Accrued Benefit has commenced, the entire death benefit payable to the Options granted Beneficiary or spouse shall be subject distributed no later than the date specified below: (1) Payments of any portion of such interest to all applicable lawsthe Participant's surviving Spouse shall be made over the life or life expectancy of such surviving Spouse commencing no later than December 31 of the calendar year in which the Participant would have attained age seventy and one half (70 1/2) or, rules and regulationsif later, including all applicable federal and state securities lawsDecember 31 of the calendar year containing the first anniversary of the Participant's death except to the extent an election is made to receive a distribution of the surviving Spouse's entire interest no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death. (2) Distribution of the entire interest, if any, of a Beneficiary other than the Participant's surviving Spouse shall be made no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death except to the extent an election is made to receive distributions over the life or life expectancy of such designated Beneficiary commencing no later than December 31 of the calendar year containing the first anniversary of the Participant's death; Such election must be made by the Participant (or his designated Beneficiary or surviving Spouse, if the Participant dies without having made such an election) on or before the earlier of the date by which distribution must commence absent such election and the obtaining date distribution must commence assuming such election has been made. If the Spouse dies before payments begin, subsequent distributions are required under this subsection (except for subsection (e)(2)) as if the surviving Spouse was the Participant. For the purpose of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any this Section, distribution of cash a Participant's interest is considered to Optioneebegin on the Participant's required beginning date (or, an amount equal if the last sentence of subsection (e) applies, the date distribution is required to begin to the federal, state and local income taxes and other amounts as may be required by law surviving Spouse pursuant to be withheld subsection (the "Withholding Taxes") with respect to any Optione)). If Optionee is entitled to receive Shares upon exercise distribution in the form of an Option, the Optionee shall pay the Withholding Taxes annuity irrevocably commences to the Company prior Participant before the required beginning date, distribution is considered to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, commence on the date preceding the date of exercise, equal it actually commences. Any amount paid to a child shall be treated as if it had been paid to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to surviving Spouse if such Window Period and subsequent amount will become payable to the immediately preceding Window Period or (ii)(A) surviving Spouse when the Tax Election is made at least six (6) months prior to child reaches the date the Option is exercised prior to the expiration age of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Actmajority. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C C) the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions 5 as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. . If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. c. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation If and to the extent permitted by Section 17.01 of the Company to sell or deliver Shares with respect Adoption Agreement, at the request and direction of a Participant the Trustee shall invest in life insurance Policies, subject to the Options granted following: (a) each Policy shall be subject issued by the Insurer to all applicable laws, rules the Trustee only and regulations, including all applicable federal and state securities lawsshall provide for premiums payable in accordance with the terms of the Policy. Purchase of Policies in accordance with this Section 17.01 shall constitute an investment of amounts allocated to the appropriate Account of the Participant, and the obtaining of all each such approvals by governmental agencies as may Account shall be deemed necessary or appropriate reduced by the Board.amount paid for such Policies, b. The Company (b) as provided in Section 12.06, the Trustee shall have be designated as Beneficiary of any Policy issued hereunder, and upon the right to deduct from any distribution death of cash to Optionee, an amount equal the Participant the Trustee shall pay or apply the Policy proceeds for the benefit of the appropriate Plan Beneficiary, (c) each Policy shall be a Policy between the Insurer and Trustee and shall reserve to the federalTrustee all rights, state options and local income taxes benefits, (d) each life insurance Policy shall provide a full or increasing death benefit, (e) each Policy shall provide settlement options (including lump sum cash payment in the event of the surrender or maturity of such Policy) subject, however, to Section 12.07, (f) any dividend payable while a Policy is on a premium paying basis shall be applied or accumulated as indicated on the Policy application for the benefit of the Participant on whose life the Policy was issued, (g) all classes of life insurance Policies purchased hereunder shall be alike or substantially alike as to settlement option provisions, cash values, and as to other amounts Policy provisions, subject, however, to the provisions of Sections 17.01(h), 17.01(i) and 17.01(j), (h) if an eligible Employee is determined to be insurable by the Insurer at its standard rates, a Policy shall be obtained upon his life, if available from the Insurer, which provides a life insurance death benefit prior to retirement to which the eligible Employee is entitled, (i) if an eligible Employee is not insurable at the standard rates of such Insurer, if. permitted under the Policy being issued, the Policy shall provide for a reduced but increasing death benefit as determined by the Insurer (usually called increasing or graded death benefit), (j) if an eligible Employee is not insurable at the standard rates of the Insurer, each Employee may elect to pay any excess premium that may be required by law in order to be withheld obtain a Policy providing for full death benefits described in Section 17.01(h), if the Insurer shall agree to issue such a Policy, (k) the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee Insurer shall pay the Withholding Taxes only issue Policies which conform to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction terms of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange ActPlan. c. If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. (a) The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. (b) The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C C) the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. . If Optionee makes a disposition, within the meaning of Section 424(c)of 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. (c) No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.. 4

General Rules. a. The obligation of the Company to sell or deliver Shares with respect to the Options granted shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may be subject to liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was granted, (B) the Option is exercised during the ten day period beginning on the third business day and ending on the twelfth business day following the release for publication of the Company's quarterly or annual statements of earnings (a "Window Period") and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding the foregoing, the Board may, by the adoption or rules or otherwise, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. . If Optionee makes a disposition, within the meaning of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding Taxes. d. c. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation of (i) Unless an MPC Participant elects, pursuant to a Qualified Election made within the Company to sell one hundred eighty (180) day period ending on the date distribution or deliver Shares with respect to the Options granted shall withdrawal would otherwise be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary made or appropriate by the Board. b. The Company shall have the right to deduct from any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholding Taxes") with respect to any Option. If Optionee is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Boardcommence, to have withheld the amount of withdrawal or distribution from his MPC Money Purchase Account paid in a form of benefit available under Section B-5or Section 14.3, as the case may be, the balance of the MPC Participant’s MPC Money Purchase Account to be withdrawn or distributed shall be paid to the MPC Participant in the form of a Qualified Joint and Survivor Annuity. (ii) Unless an MPC Participant elects, pursuant to a Qualified Election made within the Election Period, to have the balance of his MPC Money Purchase Account paid in a form of benefit available under Section 14.3 of the Plan, if the MPC Participant dies before benefits have commenced, the MPC Participant’s balance in his MPC Money Purchase Account shall be applied toward the purchase of a Qualified Preretirement Survivor Annuity for the life of the Surviving Spouse, if any. (iii) Notwithstanding the foregoing general rules, if on his distribution date the MPC Participant’s total vested Account balance (excluding Rollover Contributions) does not exceed $5,000, the balance in the MPC Money Purchase Account shall be distributed to or on behalf of the MPC Participant (or his Beneficiary in the event of the MPC Participant’s death) in accordance with Section 14.3(b). (iv) To the extent any loan under Section 13.3 would be secured by any portion of the Shares issuable to him or her upon exercise MPC Participant’s Money Purchase Account, such loan may not be made without the prior written consent of the Option having an aggregate Fair Market Value, MPC Participant’s Spouse on the date preceding on which the date of exerciseloan becomes so secured. The consent which shall be irrevocable, equal to must be made within 180 days before the Withholding Taxesloan is so secured, provided that in respect of an Optionee who may be subject to liability under Section 16(b) must acknowledge the financial effect of the Exchange Act either loan and must be witnessed by the Plan Administrator or a notary public. (i)(Av) Each MPC Participant shall be provided with a written explanation of (A) the Optionee makes terms and conditions of the Tax Election at least six (6) months after the date the Option was grantedQualified Joint and Survivor Annuity, (B) the Option is exercised during MPC Participant’s right to make, and the ten day period beginning on effect of, an election not to take a Qualified Joint and Survivor Annuity, (C) the third business day and ending on the twelfth business day following the release for publication rights of the Company's quarterly or annual statements MPC Participant’s Spouse with regard to such Spouse’s required consent to the MPC Participant’s waiver of earnings (a "Window Period") the Qualified Joint and Survivor Annuity, and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(AD) the Tax Election is made at least six (6) months prior MPC Participant’s right to make, and the date the Option is exercised prior to the expiration effect of, a revocation of six (6) months following an election to revoke waive, the Tax ElectionQualified Joint and Survivor Annuity. This explanation shall be provided to the MPC Participant no less than thirty (30) and no more than 180 days before the date distribution or withdrawal would otherwise be made or commenced (and consistent with such regulations as the Secretary of the Treasury may prescribe). The written explanation shall include an explanation of the eligibility conditions, other material features and relative values of the optional forms of benefits under the Plan, a general explanation of the relative financial effect on the MPC Participant’s benefit of the waiver of the Qualified Joint and Survivor Annuity and an explanation of the right to defer receipt of the MPC Participant’s benefit until his normal retirement age, and the consequences of failing to defer such receipt. Notwithstanding the foregoing, such explanation may be provided no less than seven (7) days before the Board may, by date distribution or withdrawal would otherwise be made or commenced if the adoption or rules or otherwise, MPC Participant (i) modify and the provisions MPC Participant’s Spouse unless the benefit is paid in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary form of a Qualified Joint and Survivor Annuity) consents to ensure that the Tax Elections will be exempt transactions under Section 16(b) a waiver of the Exchange Act, an 30-day notice period. (iivi) permit Tax Elections to Each married MPC Participant shall be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b provided with a written explanation of the Exchange Act. c. If Optionee makes a dispositionQualified Preretirement Survivor Annuity, within the meaning following period which ends last: (A) the period beginning on the first day of Section 424(c)of the Code Plan Year in which the MPC Participant attains age 32 and regulations promulgated thereunderending on the last day of the Plan Year in which the MPC Participant attains age 34; or (B) a reasonable period after the MPC Participant becomes a Participant. A reasonable period described in clause (B) is the period beginning one year before and ending one year after the event. If the MPC Participant separates from service before attaining age 35, of any Share or Shares issued to such Optionee pursuant to clauses (A) and (B) do not apply and the exercise of an Option Administrative Committee must provide the written explanation within the two-period beginning one year period commencing on the day before and ending one year after the date severance from service. The written explanation must describe, in a manner consistent with Treasury Regulations, the terms and conditions of the grant or within the oneQualified Pre-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding TaxesRetirement Survivor Annuity. d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.

General Rules. a. The obligation Subject to the provisions of Section 8 hereof, in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company to sell or deliver Shares with respect shall indemnify Indemnitee to the Options granted shall be subject to all applicable lawsfullest extent authorized and permitted by law, rules and regulations, including all applicable federal and state securities laws, the Company’s By-Laws and the obtaining terms of all such approvals by governmental agencies this Agreement, as may be deemed necessary or appropriate by the Board. b. The Company shall have the right to deduct from soon as practicable but in any distribution of cash to Optionee, an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld event no later than thirty (the "Withholding Taxes"30) with respect to any Option. If Optionee days after written demand is entitled to receive Shares upon exercise of an Option, the Optionee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes presented to the Company, the Optionee may make a written election against any and all Expenses, judgments, fines, penalties and amounts reasonably paid in settlement (the "Tax Election")including all interest, which may be accepted assessments and other charges paid or rejected payable in the discretion of the Board, to have withheld a portion of the Shares issuable to him connection with or her upon exercise of the Option having an aggregate Fair Market Value, on the date preceding the date of exercise, equal to the Withholding Taxes, provided that in respect of an Optionee who may such Expenses, judgments, fines, penalties or amounts reasonably paid in settlement) of such Claim. Notwithstanding the foregoing sentence, in no event shall Indemnitee be subject entitled to indemnification pursuant to this Agreement for any liability under Section 16(b) of the Exchange Act either (i)(A) the Optionee makes the Tax Election at least six (6) months after the date the Option was grantedor under federal or state securities laws for “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”, (B) the Option is exercised during the ten day period beginning conduct on the third business day and ending part of Indemnitee finally adjudged as constituting active or deliberate dishonesty, willful fraud or willful illegality, or conduct on the twelfth business day following part of Indemnitee finally adjudged as producing an unlawful personal benefit to Indemnitee; provided, however, to the release for publication extent any of the Company's quarterly or annual statements foregoing conduct is raised as a defense to indemnification of earnings (a "Window Period") Indemnitee, such defense shall be permitted only as to Claims specifically and (C the Tax Election is made during the Window Period in which the Option is exercised prior to such Window Period and subsequent to the immediately preceding Window Period or (ii)(A) the Tax Election is made at least six (6) months prior to the date the Option is exercised prior to the expiration of six (6) months following an election to revoke the Tax Election. Notwithstanding solely involving the foregoing, and to the Board mayextent the indemnification request also involves Claims or portions of Claims not involving the foregoing or as to which the foregoing are only a part, the extent of Indemnitee’s indemnification shall be governed by the adoption or rules or otherwiseprovisions of Section 5 hereof. If so requested by Indemnitee, (i) modify the provisions in the preceding sentence or impose such other restrictions or limitations on Tax Elections as may be necessary to ensure that the Tax Elections will be exempt transactions under Section 16(b) of the Exchange Act, an (ii) permit Tax Elections to be made at such other times and subject to such other conditions as the Board determines will constitute exempt transactions under Section 16b of the Exchange Act. c. If Optionee makes a disposition, within the meaning provisions of Section 424(c)of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Optionee pursuant to the exercise of an Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of transfer of such Share or Shares to the Optionee pursuant to such exercise8 hereof, the Optionee shall, Company shall advance (within ten (10) five business days of such disposition, notify the Company thereof, by delivery of written notice request) any and all Expenses to the Company at its principal executive office, and immediately deliver to the Company the amount of Withholding TaxesIndemnitee (an “Expense Advance”). d. No Option granted hereunder shall be transferable by the Optionee to whom granted otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his or her guardian or legal representative. The terms of such an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee.