Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person Person then entitled to exercise the Option or such portion, stating that the Option or portion is thereby exercised; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, exercised however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Fair Market Value on Option, valued at fair market value at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary or his office of the Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2, and the satisfaction of all of the foregoing shall be determined in the discretion of the Company: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Employee Grantee or any other person then entitled to exercise the Option or such portion; and (i) Full cash payment to portion thereof, stating that the Secretary of the Company for the shares with respect to which such Option or portion thereof is thereby exercised; or, such notice complying with all applicable rules established by the Committee; (iib) With the consent full payment of the Committeeexercise price applicable to any Option in cash, by check, in Membership Units (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a any such Membership Units valued at Fair Market Value on the date of delivery equal to exercise) that the aggregate exercise price Grantee has held for at least six months (or such lesser period of the Option or exercised portion thereof, or (B) shares of time as may be required by the Company's Common Stock issuable to ’s accountants), through the Employee upon exercise withholding of the Option, with a Membership Units (any such Membership Units valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of the Membership Unit Option in a manner that is compliant with applicable law, or a combination of the foregoing methods; (c) full payment in cash of any portion thereof equal taxes due in respect of such exercise in cash, except that upon any termination of the Grantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, the Grantee may make payment of any such taxes under any method described in Section 4.3(b) above; (d) execution and delivery to the aggregate exercise price Company, to the extent not so previously executed and delivered, of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than Management Unitholder’s Agreement and such rate as shall then preclude the imputation of interest under the Code or successor provision) other documents and payable upon such terms instruments as may be prescribed reasonably required by the Committee. The Committee may also prescribe the form of such note and the security ; (e) full payment to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when of all amounts which, under federal, state or where such loan local law, it (or other extension of credit an Affiliate) is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect required to shares of the Company's Common Stock then issuable withhold upon exercise of the Option, and that except as otherwise agreed to by the broker has been directed Company under the Plan; (f) in the event the Option or portion thereof shall be exercised pursuant to pay a sufficient portion Section 4.1 by any person or persons other than the Grantee, appropriate proof of the net proceeds right of such person or persons to exercise the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v)option; and (cg) A bona fide written representation and agreement, in a form satisfactory to if so requested by the Committee, signed by an irrevocable voting proxy and power of attorney in favor of a designated member of the Employee Board. In addition, following an IPO, the Grantee may satisfy his or other person then entitled her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Option Membership Units (or portionequity securities, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be applicable) is permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulationsManagement Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Membership Units acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, as amended, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionMembership Units.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company Secretary (or his office any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established An Exercise Notice signed or electronically accepted by the Committee stating that the Option, Optionee or a portion thereof, is exercised. The notice shall be signed by the Employee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and (b) Subject to Section 5.2(d) of the Plan: (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or (ii) With the consent of the Committee, (A) shares by delivery of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon on such terms and conditions as may be prescribed approved by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iviii) With the consent of the Committee, property by delivery of any kind which constitutes good and valuable considerationshares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iv) With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (v) With Through the consent delivery of the Committee, a notice that the Employee Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (vi) With the consent of the CommitteeSubject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee in its absolute discretion, deems necessary or other person then entitled advisable to exercise such Option or portion, stating that the shares effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunderof 1933, as amended (the “Securities Act”), and that the Employee any other federal or other person then entitled to exercise such Option state securities laws or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to aboveregulations. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration permitted under federalSection 4.2(b), state or local tax law, it is required subject to withhold upon exercise Section 10.5 of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or any portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee; (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion is exercised; or (ii) With If the consent of the CommitteeCommittee in its sole discretion shall so permit, (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable with respect to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; oris exercised; (iii) With If the consent of the CommitteeCommittee in its sole discretion shall so permit, through a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawcashless exercise; or (iv) With If the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the CommitteeCommittee in its sole discretion shall so permit, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (isubsections 4.3(b)(i), (ii), (iii), (iv4.3(b)(ii) and (v4.3(b)(iii); and; (c) A bona fide written representation and agreement, agreement in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such the Option or portion, stating that the shares of stock are being acquired for his the Employee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act Act, and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions action it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c4.3(c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c4.3(c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person Person then entitled to exercise the Option or such portion, stating that the Option or portion is thereby exercised; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, exercised however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Fair Market Value on Option, valued at fair market value at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be: (i) In cash; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeEmployee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise purchase price of the shares as to which the Option or exercised portion thereofis exercised, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise purchase price of the shares as to which the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems discretion shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares;. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeOptionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the EmployeeOptionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Corporation’s Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall must be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company Corporation for the shares Shares with respect to which such Option or portion is exercised, which must be: (i) In cash; or (ii) With the consent In Shares of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the CompanyCorporation, with a Fair Market Value on the date of delivery equal to the aggregate exercise purchase price of the Shares as to which the Option or exercised portion thereof, or is exercised; or (Biii) shares In Shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise purchase price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate Shares as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andis exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify as the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems determines is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;. (d) Full payment to the Company Corporation (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee. Such payment may be, in whole or in part, in (i) shares cash, (ii) Shares of the Company's Corporation’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (iiiii) shares Shares of the Company's Corporation’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be is exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be a. Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee; (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or; (ii) With the consent of the Committee, (A) shares of any class of the Company's Common Stock stock owned by the Employee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value (as determinable under Section 1.14 of the Plan) on the date of delivery equal to the aggregate exercise Option price of the shares with respect to which such Option or portion is exercised portion thereof, or (B) which shares of shall be owned by the Company's Common Stock issuable to Optionee for more than six months at the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; ortime they are delivered); (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude Committee and provided the imputation use of interest the following procedure by an Optionee would not violate Rule 16(b) under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security Exchange Act delivery to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such loan or other extension shares and promptly deliver to the Company the portion of credit is prohibited by law; orthe sale proceeds equal to the aggregate Option exercise price; (iv) With the consent of the Committee, property any other form of any kind which constitutes good and valuable considerationcashless exercise permitted under Section 4.4 hereof; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) c. Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) d. In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Employee Holder or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 6.2(d) of the Plan: (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or (ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the EmployeeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Holder has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Employee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeHolder, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or; (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheldor, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may Option granted hereunder shall be exercised solely by delivery delivering to the Secretary or his office of all of the following prior Company from time to time within the time when limits specified in Paragraph 3 hereof a notice specifying the Option or such portion becomes unexercisable under Section 3.3: number of shares the Optionee then desires to purchase (aand with respect to which the Optionee has acquired the right to purchase, as described in Paragraph 3(a) A written notice complying above), together with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and either: (i) Full cash payment a cashier's check payable in United States currency (unless a personal check shall be acceptable to the Secretary Company) to the order of the Company for an amount equal to the shares with respect to which option price for such Option number of shares; or portion is exercised; or (ii) With with the prior consent of the Committee, (A) shares and upon receipt of all regulatory approvals, certificate for Common Stock of the Company's Common Stock owned by , valued at the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on (determined as provided in the date Plan) of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's such Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option this option, as payment of all or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofoption price for such number of shares; or and (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code other instruments or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, agreements duly signed by the Employee Optionee as in the opinion of counsel for the Company may be necessary or other person then entitled to exercise such Option or portion, stating advisable in order that the issuance of such number of shares of stock are being acquired for his own account, for investment comply with applicable rules and without any present intention of distributing or reselling said shares or any of them except as may be permitted regulations under the Securities Act and then applicable rules and regulations thereunderof 1933, and that as amended (the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from "Act"), any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulationsany requirement of any national securities exchange or market system on which such stock may be traded. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that As soon as practicable after any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option in whole or in part by the Optionee, the Company will deliver to the Optionee at Optionee's address, as set forth below, a certificate for the number of shares with a Fair Market Value on respect to which the date of exercise Option shall have been so exercised, issued in the Optionee's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's transfer agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Option Act or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Optionstate securities law.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such Option or portion is exercised; or (ii) With the consent Shares of the Committee, (A) shares any class of the Company's Common Stock stock owned by the Employee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise Option price of the Shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The No Option may not be exercisedmay, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), (iii), (iv) and (vii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Director or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Employee, Director duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value (as determined by the Board) on the date of delivery Option exercise equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (vii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Director or other person then entitled to exercise such Option or portion will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Employee, Director duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, transfer may be used to make all or part of such paymentpayment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeDirector, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable appli-cable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and; (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or. However, the Committee may in its discretion: (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) With allow payment, in whole or in part, through the consent delivery of the Committee, (A) shares of the Company's Common Stock which have been owned by the EmployeeOptionee for at least six months and one day, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Employee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or; (iv) With allow payment, in whole or in part, through the consent delivery of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; (v) allow payment, in whole or in part, through the delivery of a promissory note bearing a market rate of interest (which rate shall be no less than such rate as shall then preclude the imputation of interest under the Code); or (vi) With the consent of the Committee, allow payment through any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided that, with the consent of the Committee, (i) shares of the Company's Common Stock owned by the EmployeeOptionee for at least six months and one day, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and; (ea) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option; and (b) Such other representations and documents as the Committee may require pursuant to the Plan.

Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option option or portion is exercised; or , which payment shall be (i) in cash, (ii) With through the consent delivery of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (Biii) shares subject to the timing requirements of Section 5.3 of the Company's Common Stock issuable to the Employee upon exercise of the OptionPlan, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, through any combination of the consideration provided in the foregoing subparagraphs (i), ) or (ii), (iii), (iv) and (v); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee Board deems necessary or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee The Board may require an opinion of counsel acceptable also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including (without limitation) placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; (d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; with provided, however, the consent Company may permit the ----------------- Optionee, upon delivery of a written election to the Secretary of the Committee, Company (ior to such other person who may be designated by the Board) to elect to have the Company withhold shares of the Company's Common Stock owned by otherwise issuable upon the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.the

Manner of Exercise. The An Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary or his or her office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee; (ib) Full cash payment (in cash, by check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Secretary of the Company Company, or by a combination thereof) for the shares with respect to which such Option or portion thereof is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form reasonably satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The ; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; (d) Full payment to the Company (in cash, by check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Company, or by a combination thereof) of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) above and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The OptionSubject to Section 4.5(c), or from and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, a holder of Warrants may exercise such holder’s right to purchase shares of Common Stock (i)(x) by delivering on any exercisable portion thereof, may be exercised solely by delivery Business Day to the Secretary Warrant Agent at the Warrant Agent’s Principal Office the Form of Election to Purchase attached as Exhibit B hereto duly completed and signed by such holder or his office holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of all FINRA or by a member of a national securities exchange and, in the following prior case of Definitive Warrants, the holder thereof must surrender for exercise the Warrant Certificates representing such Definitive Warrants at the Warrant Agent’s Principal Office or, (y) in the case of any Warrants held by any Warrant holder through a direct or indirect DTC participant, by effecting exercise pursuant to the time when applicable DTC rules for warrant exercises, and in each case (ii) paying the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary Exercise Price for each share of the Company for the shares with respect Common Stock as to which such Option or portion is Warrants are being exercised; or (ii) With , which may be made, at the consent option of the Committeeholder, (A) shares in United States dollars by certified or official bank check to the order of the Warrant Agent for the account of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when Cashless Exercise (as defined below) or where such loan or other extension of credit is prohibited (C) by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (ivA) and (vB); and (c) A bona fide written representation and agreement, in a form satisfactory at the Warrant Agent’s Principal Office. An exercising Warrant holder may elect at the time of exercise, by duly completing the Form of Election to the CommitteePurchase, signed by the Employee or other person then entitled to exercise such Option or portion, stating that whether the shares of stock are Common Stock for which such Warrant is being acquired exercised will be for his own accountshares of Class A Common Stock, for investment Class B Common Stock or a combination of Class A Common Stock and without any present intention of distributing or reselling said shares or any of them except Class B Common Stock as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to set forth in the first sentence Form of this subsection (c) shall, however, not be required if the shares Election to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionPurchase.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.3 hereof or as otherwise provided under the Plan: (a) A written notice complying with in the applicable rules established by the Committee form of Exhibit A hereto stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such the Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Class A Common Stock which have been owned by the EmployeeOptionee for a period of more than six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude payment, in whole or in part, through the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension property of credit is prohibited by law; orany kind which constitutes good and valuable consideration; (iv) With the consent of the Committee, property payment, in whole or in part, through the delivery of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Holder has placed a market sell order with a broker with respect to shares of the Company's Class A Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay timely pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (viv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii); provided, (ivhowever, that the payment in the manner prescribed in the preceding paragraphs shall not be permitted to the extent that the Committee determines that payment in such manner shall result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal or an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited by Section 13(k) and (v)of the Exchange Act or other applicable law; and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or consideration described in clauses (ii) shares and (iii) of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, Option Right or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option Right or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option Right or portion, stating that the Option Right or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option Right or portion is exercised, which payment shall be (i) in cash or by check acceptable to the Corporation; or (ii) With through the consent delivery of the Committee, (A) shares of the Company's Common Stock Shares owned by the EmployeeOptionee for at least twelve months, duly endorsed for transfer to the Company, Corporation with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option Right or exercised portion thereof; or (iii) With through an arrangement with a bank or broker for payment from the consent proceeds of sale through the bank or broker of some or all of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude Common Shares to which the imputation of interest under the Code exercise relates; or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, through any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) or (iii), (iv) and (v); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee Board deems necessary or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Exchange Act, the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee The Board may require an opinion of counsel acceptable also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including (without limitation) placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; (d) Full payment to the Company Corporation (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the OptionOption Right; with provided, however, the consent Corporation may permit the Optionee, upon delivery of a written election to the Secretary of the Committee, Corporation (ior to such other person who may be designated by the Board) shares to elect payment of this tax obligation from the proceeds of sale through a bank or broker of some or all of the Company's Common Stock owned by Shares to which the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentrelates; and (e) In the event the Option Right or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the OptionOption Right.

Manner of Exercise. The Option, or any exercisable portion thereof, Vested Portion of this Option may be exercised solely from time to time, in whole or in part, by delivery presentation of a "Request To Exercise Form," substantially in the form attached hereto, to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: Company at its principal office, which form must be duly executed by Participant and accompanied by (a) A written notice complying with payment in cash, or by check payable to the applicable rules established Company, or, (b) if authorized by the Committee stating that Board of Directors of the Option, Company or a portion thereof, is exercised. The notice shall be signed to the extent of any delegation by the Employee or other person then entitled Board of Directors to exercise a Committee (the Option or such portion; and“Board”): (i) Full cash payment to the Secretary by cancellation of indebtedness of the Company for to the shares with respect to which such Option or portion is exercised; orParticipant; (ii) With the consent by surrender of Shares of the Committee, (A) shares of the Company's Common Stock Company that have been owned by the EmployeeParticipant for more than 6 months (and, duly endorsed for transfer if such Shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such Shares) or were obtained by the Company, with a Fair Market Value on Participant in the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; orpublic market; (iii) With through a “same day sale” commitment from the consent Participant and a broker-dealer that is a member of the CommitteeNational Association of Securities Dealers (“NASD Dealer”), a full recourse promissory note bearing interest in the aggregate amount of the Exercise Price (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; ordefined below); (iv) With through a “margin” commitment from the consent Participant and an NASD Dealer, in the aggregate amount of the Committee, property of any kind which constitutes good and valuable consideration; orExercise Price; (v) With by forfeiture of Optioned Shares equal to the consent value of the Committee, Exercise Price pursuant to a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; so-called “immaculate cashless exercise;” or (vi) With the consent of the Committee, any combination of the consideration provided in above. Upon receipt and acceptance by the foregoing subparagraphs (i)Company of the Notice accompanied by the payment specified, (ii)the Participant shall be deemed to be the record owner of the Shares purchased, (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory notwithstanding that the share transfer books of the Company may then be closed or that certificates representing the Shares purchased under this Option may not then be actually delivered to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionParticipant.

Manner of Exercise. The Option5.1 An Option may, subject to Rule ‎5.2, be Exercised, in whole or any exercisable portion thereofin part, may be exercised solely by the delivery to the Secretary or his office of Company of:- 5.1.1 an Option Certificate covering at least all of the following prior to the time when Shares over which the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying is then to be Exercised, with the applicable rules established by the Committee stating that the Optionnotice of exercise endorsed thereon duly completed and signed by, or a portion thereofon behalf of, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portionParticipant; and 5.1.2 the remittance for, or undertaking to pay, the Exercise Price payable in respect of the Shares over which the Option is to be exercised, or otherwise in such form and manner as the Board may, from time to time, prescribe. 5.2 No Option shall be capable of Exercise unless, prior to such Exercise, the Participant shall have made such arrangements (iif any) Full cash payment that are satisfactory to the Secretary of the Company for the shares with respect reimbursement or, as the case may be, the payment by the Participant to the Company and/or any company which such Option is, or portion is exercised; or (ii) With the consent has at any time been, a Subsidiary of the CommitteeCompany of any income tax under the PAYE system, (A) shares employee’s National Insurance Contributions and employer’s National Insurance Contributions or its equivalent outside the United Kingdom which the Company and/or such company is, or will be, required to deduct and/or account for to HMRC or any other taxation authority in consequence of any such Exercise. By accepting a grant of an Option, a Participator agrees under Paragraph 3A sub-paragraph 2 of Schedule 1 Social Security Contributions and Benefit Act 1992 for the Company or any Associated Company to recover employers' national insurance arising as a result of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise Exercise of the Option, with a Fair Market Value on in whole or in part. 5.3 The Board may make such regulations as it considers desirable to ensure the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form receipt of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement amounts referred to in Rule ‎5.2 including, but not limited to, retaining the first sentence power to sell or procure the sale of this subsection sufficient of the relevant shares which would otherwise have been received by the Participant in order to discharge the relevant liability (c) after deduction of the relevant expenses). 5.4 Each Participant shall, howeverat the request of the Company at any time, not be required if enter into an election with that Participant’s employer (using a form approved by HMRC) to transfer from that Participant’s employer to that Participant the shares whole or any part of any liability to be issued employer’s national insurance contributions which that Participant has agreed to reimburse or pay pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionRule ‎5.2.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be a. Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee; (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or; (ii) With the consent of the Committee, (A) shares of any class of the Company's Common Stock stock owned by the Employee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value (as determinable by the Committee) on the date of delivery equal to the aggregate exercise Option price of the shares with respect to which such Option or portion is exercised portion thereof, or (B) which shares of shall be owned by the Company's Common Stock issuable to Optionee for more than six months at the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; ortime they are delivered); (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude Committee and provided the imputation use of interest the following procedure by an Optionee would not violate Rule 16(b) under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security Exchange Act delivery to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such loan or other extension shares and promptly deliver to the Company the portion of credit is prohibited by law; orthe sale proceeds equal to the aggregate Option exercise price; (iv) With the consent of the Committee, property any other form of any kind which constitutes good and valuable considerationcashless exercise permitted under Section 4.4 hereof; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and; (c) c. A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) d. Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) e. In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions are met.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be: (i) In cash; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the EmployeeEmployee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems discretion shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares;. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i1) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii2) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined by the Committee) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii3) With the consent of the Committee, a full recourse, nonrecourse or limited recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi4) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i1), (ii), (iii), (iv2) and (v3); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.the

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and; (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or; (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iviii) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), ) and (ii), (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section SECTION 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any Any vested exercisable portion thereof, of the Option may be exercised solely by delivery to the Secretary or his office representative of all of the following prior to the time when the Option terminates or such portion becomes unexercisable under Section 3.3: (a) A written Notice in writing stating that the Option or portion is thereby exercised, such notice complying with the all applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; andCommittee; (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or, through one (or a combination) of the following methods, and subject to compliance with all applicable laws and regulations: (i) by cash or check; (ii) With through a broker assisted cashless exercise, wherein the broker timely pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; (iii) with the consent of the Committee, (A) through surrender of shares of the Company's Common Stock of the Company which are already owned by the EmployeeOptionee and, duly endorsed in certain circumstances, held for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereofmore than six (6) months, or (B) through the withholding of shares of the Company's Common Stock then issuable to the Employee upon exercise of the OptionOption exercise, in each case with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofpayable; or (iiiiv) With with the consent of the CommitteeCommittee and to the extent not prohibited by applicable law, through a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, that the Company is required to withhold upon exercise of the Option under federal, state or local tax law, it is required which, payment shall be in the form of cash or deduction from other compensation payable to withhold upon exercise of the Option; Optionee, or with the consent of the Committee, may be in the form of consideration permitted under Section 4.3(b)(ii) or (i) shares of iii); provided, however, that the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value of shares of Common Stock withheld from exercise or delivered by the Optionee shall not exceed the sums necessary to pay the tax withholding based on the date of delivery equal minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.32.2: (a) A written notice complying with Notice in writing signed by Employee or the applicable rules established by other person then entitled to exercise the Committee Option or portion, stating that the Option, Option or a portion thereof, is thereby exercised. The notice shall be signed ; and (i) Full payment (in cash or by check) for the shares with respect to which the Option or portion is thereby exercised; or (ii) Full payment by delivery to the Company of shares of the Company's Class A Common Stock owned by Employee duly endorsed for transfer to the Company by Employee or other person then entitled to exercise the Option or such portion; and , with an aggregate fair market value as determined in the reasonable discretion of the Board (i"Fair Market Value") Full cash payment equal to the Secretary Option price of the Company for the shares with respect to which such the Option or portion is thereby exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such the lowest rate as shall then preclude the imputation of interest under the Internal Revenue Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale Subject to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard's consent, any combination of the consideration considerations provided for in the foregoing subparagraphs subsections (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory On or prior to the Committee, signed date the same is required to be withheld: (i) Full payment (in cash or by check) of any amount that must be withheld by the Company for federal, state and/or local tax purposes; or (ii) Full payment by delivery to the Company of shares of the Company's Class A Common Stock owned by Employee duly endorsed for transfer to the Company by Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify with an aggregate Fair Market Value equal to the amount that must be withheld by the Company against and hold it free and harmless from any lossfor federal, damage, expense or liability resulting state and/or local tax purposes; or (iii) Full payment by retention by the Company of shares of the Company's Class A Common Stock to be issued pursuant to such Option exercise with an aggregate Fair Market Value equal to the amount that must be withheld by the Company if for federal, state and/or local tax purposes; or (iv) Any combination of payments provided for in the foregoing subsections (i), (ii) or (iii), subject to any sale restrictions imposed by the U.S. securities laws as a result of Employee being an officer or distribution of director or otherwise; and (d) Such representations and documents as the shares by such person is contrary to the representation and agreement referred to above. The Committee mayBoard, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Board may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) transfer agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentregistrars; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Company, of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established Notice in electronic form approved by the Committee stating that or, if no such form has been approved by the OptionCommittee, or a portion thereof, is exercised. The notice shall be in writing signed by Participant or the Employee or other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionelectronic form or notice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares of Stock with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common ’s Stock owned by the Employee, Participant duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Participant upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or; (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, Full payment (in a form satisfactory cash or check) to the CommitteeCompany, signed by the Employee a Parent Corporation or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) Subsidiary of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Participant duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheldor, or (ii) shares of the Company's Common Stock issuable to the Employee Participant upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In provided that notwithstanding anything herein to the event contrary, the Option or portion number of shares of Stock which may be withheld with respect to the satisfaction of any such taxes shall be exercised pursuant limited to Section 4.1 by any person or persons other than the Employee, appropriate proof number of shares of Stock which have a Fair Market Value on the right date of withholding equal to the aggregate amount of such person or persons to exercise withholding obligations based on the Option.minimum applicable statutory withholding rates for federal, state and/or local income and payroll tax purposes; and

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary Chief Executive Officer or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or a portion thereof, stating that the Option or a portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or a portion thereof is exercised; oror and (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value (as defined in the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised a portion thereofthereof is exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or a portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at the Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheldis exercised, may be used to make all or part of such payment; and (e) In the event the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee); and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or (ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the EmployeeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and (i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised; (ii) With the consent of the Committee, payment may be delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iiiii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iiiiv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Employee Optionee or other person then entitled to exercise the such Option or portion thereof, stating that such portionOption or portion is exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b) (i) Full full payment (in cash payment to the Secretary of the Company or by check) for the shares Option Shares with respect to which such Option or portion is thereby exercised; or (ii) With with the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a "Fair Market Value Value" (as that term is defined in the Plan) on the date of delivery Option exercise equal to the aggregate exercise Option price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable Shares with respect to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the which this Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or (iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to in the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of event that the Option or any a portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be: (i) In cash; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that portion as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares;. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by bN delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:): (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised such portionnotice complying with all applicable rules established by the Committee; and (i1) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to res which such Option or portion is exercised; : or (ii2) With the consent of the Committee, but subject to the timing requirements of Section 4.4. (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect such Option or exercised portion thereofis thereby exercised; or (iii3) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi4) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i1), (ii), (iii), (iv2) and (v3); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any IfLam sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the tile effect that any subsequent transfer of shares acquired on an all Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an all appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, but subject to tile timing requirements of Section 4.4, (i) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 4.2(b) of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; : and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and (i) Full cash payment (in cash) for the shares with respect to which such Option or portion is exercised; (ii) With the consent of the Board, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Secretary Company or (B) subject to the timing requirements of Section 4.4, shares of the Company for Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or (iiiv) With the consent of the CommitteeBoard, (A) shares property of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofkind which constitutes good and valuable consideration; or (iiiv) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee or the Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee or the Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee or the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. (a) The Optionee may exercise this Stock Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary extent vested, only in the following manner: from time to time on or his office prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Committee of the Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following prior methods: (i) in immediately available funds in U.S. dollars, or by certified or bank cashier’s check; (ii) by delivery of shares of Stock having a value equal to the time when exercise price; (iii) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option exercise price or such portion becomes unexercisable under Section 3.3: tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (aon a form prescribed by the Committee) A written notice complying with to sell shares of Stock and to deliver all or part of the applicable rules established sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations; or (iv) by any other means approved by the Committee stating that the Option(including, or by delivery of a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer “net exercise” to the Company, with a pursuant to which the Optionee shall receive (1) the number of shares of Stock underlying the Option so exercised, reduced by (2) the number of shares of Stock equal to (A) the aggregate exercise price of the Option for the portion so exercised divided by (B) the Fair Market Value on the date of delivery equal exercise). Notwithstanding anything herein to the aggregate exercise price contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, such form of payment shall not be available. The transfer to the Optionee on the records of the Company or of the transfer agent of the exercised Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for such Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or exercised portion thereofin the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or (B) to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company's Common Stock issuable to . Thereupon, the Employee upon exercise of the OptionOptionee shall have full voting, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) dividend and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker ownership rights with respect to such acquired shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andStock. (c) A bona fide written representation and agreementThe minimum number of shares of Stock with respect to which this Stock Option may be exercised at any one time shall be 100 shares, in a form satisfactory unless the number of shares with respect to which this Stock Option is being exercised is the Committee, signed by the Employee or other person then entitled total number of shares remaining subject to exercise such under this Stock Option or portion, stating that at the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;time. (d) Full payment to the Company (Notwithstanding any other provision hereof or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent Plan, no portion of the Committee, (i) shares of the Company's Common this Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than exercisable after the Employee, appropriate proof of the right of such person or persons to exercise the OptionExpiration Date hereof.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office the Secretary’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) An exercise notice substantially in the form attached as Exhibit A written notice complying with the applicable rules established hereto (or such other form as is prescribed by the Committee stating that Administrator) (the Option, or a portion thereof, is exercised. The notice shall be “Exercise Notice”) in writing signed by the Employee Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and (b) Subject to Section 5(f) of the Plan: (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such the Option or portion thereof is exercised; or (ii) With the consent of the CommitteeAdministrator, (A) shares by delivery of Shares then issuable upon exercise of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeAdministrator, through the (A) delivery by the Optionee to the Company of an irrevocable and unconditional undertaking by a full recourse promissory note bearing interest broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (B) delivery by the Optionee to the Company or a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms time as may be prescribed required by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawAdministrator; or (iv) With the consent of the CommitteeAdministrator, property any other method of any kind which constitutes good and valuable considerationpayment permitted under the terms of the Plan; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect Subject to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committeeany applicable laws, any combination of the consideration provided in allowed under the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andparagraphs. (c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the form of consideration to be agreed upon by the Optionee and the Administrator; (d) A bona fide written representation and agreement, joinder or other agreement in a the form satisfactory to provided by the Committee, Company signed by the Employee Optionee or any other person then entitled to exercise such the Option or portionportion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Shares received upon exercise of the Option with a Fair Market Value on or portion thereof are subject to the date of exercise terms of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentStockholder Agreement; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.5 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be: (i) In cash; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that portion as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares;. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written Notice in writing signed by the Optionholder stating that the Option or portion is thereby exercised, such notice complying with the all applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portionBoard; and (i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Employee, Optionholder duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.3, shares of the Company's Common Stock issuable to the Employee Optionholder upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (vii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee or other person then entitled to exercise such Option or portionOptionholder, stating that the shares of stock are being acquired for his the Optionholder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion Optionholder will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Employee, Optionholder duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.3, shares of the Company's Common Stock issuable to the Employee Optionholder upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee EXECUTIVE or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (i) Full cash payment (in cash) for the shares with respect to which such Option or portion is exercised; (ii) With the consent of the Board, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the EXECUTIVE duly endorsed for transfer to the Secretary Company or (B) shares of the Company for Company's Common Stock issuable to the EXECUTIVE upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or (iiiv) With the consent of the CommitteeBoard, (A) shares property of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofkind which constitutes good and valuable consideration; or (iiiv) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security security, if any, to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v)subparagraphs; and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee EXECUTIVE or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the EXECUTIVE's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee EXECUTIVE or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Employee, EXECUTIVE duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee EXECUTIVE upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment, provided that the number of shares so used for payment of such withholding requirement shall be limited to the number necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeEXECUTIVE, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable vested portion thereof, of the Option may be exercised solely exercised, in whole or in part, by delivery delivering written notice to the Secretary equity plan administrator designated by the Company (“Administrator”). Such notice may be in electronic or his office other form as used by the Administrator in its ordinary course of all of the following prior business and as may be amended from time to the time when the Option or such portion becomes unexercisable under Section 3.3time, and shall: (a) A written notice complying with state the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled election to exercise the Option or such portion; andand the number of shares in respect of which it is being exercised; (b) be accompanied by (i) Full cash payment cash, check, bank draft or money order in the amount of the Option Price payable to the Secretary order of the Company for Administrator designated by the shares with respect to which such Option Company; or portion is exercised; or (ii) With the consent of the Committee, (A) certificates for shares of the Company's Common ’s Class C Stock owned (together with duly executed stock powers) or other written authorization as may be required by the Employee, duly endorsed for Company to transfer shares of such Class C Stock to the Company, with a Fair Market Value on the date of delivery an aggregate value equal to the aggregate exercise price Option Price of the Option or exercised portion thereof, Class C Stock being acquired; or (Biii) a combination of the consideration described in clauses (i) and (ii). The Grantee may transfer Class C Stock to pay the Option Price for Class C Stock being acquired pursuant to clauses (ii) and (iii) above only if such transferred Class C Stock (x) was acquired by the Grantee in open market transactions, (y) has been owned by Grantee for longer than six (6) months, and (z) the Grantee is not subject to any other restrictions on transferring Company securities pursuant to Company policy or federal law. In addition to the exercise methods described above and subject to other restrictions which may apply, the Grantee may exercise the Option through a procedure known as a “cashless exercise,” whereby the Grantee delivers to the Administrator designated by the Company an irrevocable notice of exercise in exchange for the Company issuing shares of the Company's Common ’s Class C Stock issuable subject to the Employee Option to a broker previously designated or approved by the Company, versus payment of the Option Price by the broker to the Company, to the extent permitted by the Committee or the Company and subject to such rules and procedures as the Committee or the Company may determine. Grantee may elect to satisfy any tax withholding obligations due upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option in whole or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, howeverin part, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale delivering to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Class C Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee otherwise deliverable upon exercise of the Option with a Fair Market Value on as provided under the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionPlan.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's ’s Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and. (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be: (i) In cash; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that portion as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares;. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and. (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan or this Agreement: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Chief Financial Officer; (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion of the Option is exercised; or; (ii) With the consent of the CommitteeChief Financial Officer, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company; (iii) With the consent of two Outside Directors, with each of whom is a Fair Market Value on the date of delivery equal "disinterested person" as defined in Rule 16b-3 and subject to the aggregate exercise price timing requirements of the Option or exercised portion thereofSection 4.4, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereof; oris exercised; (iiiiv) With the consent of the CommitteeChief Financial Officer, a full recourse promissory note bearing interest (at no less than as least such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer. The Committee Chief Financial Officer may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeChief Financial Officer, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeChief Financial Officer, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, Chief Financial Officer may also take whatever additional actions it he or she deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Chief Financial Officer may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts amounts, if any, which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) the Chief Financial Officer, shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheldtransfers, or (ii) two Outside Directors, each of whom is a "disinterested person" as defined in Rule 16b-3 and subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Holder or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Holder duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the requirements of Section 5.4 of the Plan, shares of the Company's Common Stock issuable to the Employee Holder upon exercise of the Option, in each case, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude duly executed and delivered by the imputation Holder in the principal amount of interest under the Code exercise price thereof, or successor provision) and payable any portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as may be prescribed by the Committee. The Committee may also prescribe the form of such note establish in its sole and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawabsolute discretion; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Holder or other person then entitled to exercise such Option or portion will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i) shares of the Company's Common Stock owned by the Employee), duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares and (iii) of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, preceding paragraph (b) may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeHolder, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option option or portion is exercised; or , which payment shall be (i) in cash, (ii) With through the consent delivery of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (Biii) shares subject to the timing requirements of Section 5.3 of the Company's Common Stock issuable to the Employee upon exercise of the OptionPlan, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, through any combination of the consideration provided in the foregoing subparagraphs (i), ) or (ii), (iii), (iv) and (v); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee Board deems necessary or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee The Board may require an opinion of counsel acceptable also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including (without limitation) placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; (d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; with provided, however, the consent Company ----------------- may permit the Optionee, upon delivery of a written election to the Secretary of the Committee, Company (ior to such other person who may be designated by the Board) to elect to have the Company withhold shares of the Company's Common Stock owned by otherwise issuable upon the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentValue; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may shall be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Board; (ib) Full cash The payment to the Secretary Company of the Company aggregate Option exercise price for the shares with respect to which such Option or portion is exercised; orexercised in: (i) Cash; (ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; oris exercised; (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon in connection with the exercise of the OptionOption or a portion thereof; all or any part of such payment may be made, with the consent of the CommitteeBoard, (i) with shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, with shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, in each case, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld; (d) Such representations and documents as the Board, may be used in its absolute discretion, deems necessary or advisable to make effect compliance with all applicable provisions of the Securities Act and any other Federal or part of state securities laws or regulations. The Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such paymentcompliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Holder or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the Employee, Holder duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the requirements of Section 5.4 of the Plan, shares of the Company's ’s Common Stock issuable to the Employee Holder upon exercise of the Option, in each case, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude duly executed and delivered by the imputation Holder in the principal amount of interest under the Code exercise price thereof, or successor provision) and payable any portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as may be prescribed by the Committee. The Committee may also prescribe the form of such note establish in its sole and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawabsolute discretion; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Holder or other person then entitled to exercise such Option or portion will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i) shares of the Company's Common Stock owned by the Employee), duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares and (iii) of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, preceding paragraph (b) may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeHolder, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and (i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised; (ii) With the consent of the Committee, payment may be delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iiiii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iiiiv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is are required to withhold be withheld upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Employee Associate or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or (ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the EmployeeAssociate for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Associate has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Employee Associate or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Associate’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Associate or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Associate for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Employee Associate upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeAssociate, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The At any time and from time to time during the period in which the Option is exercisable under the Plan and this Agreement, the Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan or this Agreement: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Grantee or other person then entitled to exercise the Option or portion, stating that the Option or portion is exercised, such portion; andnotice complying with all applicable rules established by the Chief Financial Officer of the Company; (b) Full payment (in cash or by check) for the shares with respect to which the Option or portion is thereby exercised or, with the consent of the Chief Financial Officer of the Company, (i) Full cash payment shares of the Company’s Common Stock owned by Grantee duly endorsed for transfer to the Secretary Company, or (ii) subject to the timing requirements of Section 3.04, shares of the Company for Company’s Common Stock issuable to Grantee upon exercise of the Option, in either case with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such a rate as shall then at least preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer; or (iv) with the consent of the Chief Financial Officer of the Company, any combination of the consideration provided in the foregoing subsections (b) (i), (ii) or (iii). The Committee Chief Financial Officer may also prescribe the form of such any note and the security to be given for such note. The Option may not be exercisednot, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or; (ivc) The payment to the Company of all amounts, if any, which it is required to withhold under federal, state or local law in connection with the exercise of the Option. With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent Chief Financial Officer of the CommitteeCompany, a notice that the Employee has placed a market sell order with a broker with respect to (i) shares of the Company's ’s Common Stock then owned by Grantee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 3.04, shares of the Company’s Common Stock issuable to Grantee upon exercise of the Option, and that the broker has been directed to pay a sufficient portion in either case valued at Fair Market Value as of the net proceeds date of Option exercise, may be used to make all or part of such payment. (d) Such representations and documents as the Chief Financial Officer of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee deems necessary or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality The Chief Financial Officer of the foregoingCompany may also take whatever additional actions he deems appropriate to effect such compliance including, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) transfer agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentregistrars; and (e) In the event that the Option or portion thereof shall be exercised pursuant to Section 4.1 3.01 by any person or persons other than the EmployeeGrantee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such Option or portion is exercised; or (ii) With the consent Shares of the Committee, (A) shares any class of the Company's Common Stock ’s stock owned by the Employee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise Option price of the Shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The No Option may not be exercisedmay, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), (iii), (iv) and (vii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all .all of the following prior to the time when the Option option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares Shares of any class of the Company's Common Stock stock owned by the Employee, Employee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value (as determinable under Section 4.2 (b) of the Plan) on the date of delivery equal to the aggregate exercise purchase price of the Option shares with respect to which such option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any A combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (v); ii) and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.on

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeOptionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The (a) Subject to Section 5(c) hereof, an exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of PGI or his the Secretary's office (with a copy thereof to the Escrow Agent) of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, writing signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any lossthereof, damage, expense stating that such Option or liability resulting to the Company if any sale or distribution of the shares by such person portion is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesexercised; (dii) Full full payment (in cash or by check) for the Option Shares with respect to which such Option is thereby exercised; (iii) the payment to the Company (or other employer corporation) PGI of all amounts whichamounts, if any, which it is required to withhold under federal, state or local tax law, it is required to withhold upon law in connection with the exercise of the Option; with ; (v) in the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of event that the Option or any a portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof. (b) Upon such exercise of the Option as provided above, the Escrow Agent shall deliver to Optionee the Certificate for the Shares, the stock power for such Shares and all dividends or other distributions with respect to the Shares held by the Escrow Agent together with all interest accrued thereon. In the event that Optionee exercises the Option with respect to some, but not all of the Option Shares, the Escrow Agent shall deliver the Certificate to the Company and request that the Company issue to Optionee a replacement certificate (the "Optionee Certificate") for the number of Shares for which Optionee has exercised the Opt ion and to PGI a replacement certificate for the remaining Shares (the "PGI Certificate"). The Optionee Certificate, together with all dividends and other distributions with respect to the Shares represented by the Optionee Certificate, shall be delivered to Optionee by the Escrow Agent. The PGI Certificate, together with all dividends and other distributions with respect to the Shares represented by the PGI Certificate and a new stock power executed by PGI for the PGI Certificate, shall be held by the Escrow Agent subject to the terms and conditions of this Stock Option and Deposit Agreement. (c) Notwithstanding anything to the contrary herein, the Option may not be exercised, in whole or in part, unless and until the PGI/HRT Pledge is terminated and the Certificate is returned to PGI (or to the Escrow Agent at the direction of PGI).

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: 3 4 (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person Person then entitled to exercise the Option or such portion, stating that the Option or portion is thereby exercised; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, exercised however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. (a) The Option, or any exercisable portion thereof, Warrant may be exercised solely in full at one time or in part from time to time for the number of Warrant Shares then exercisable by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A giving written notice complying with the applicable rules established by the Committee stating that the Optionnotice, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise exercising the Option or such portion; and (i) Full cash payment Warrant, to the Secretary Company, stating the number of the Company for the shares Warrant Shares with respect to which the Warrant is being exercised and the date of exercise thereof, which date shall be at least five days after the giving of such Option notice. (b) Full payment by the Grantee of the Exercise Price for the Warrant Shares purchased shall be made on or portion is exercised; or before the exercise date specified in the notice of exercise by delivery of (i) cash or a check payable to the order of the Company in an amount equal to such Exercise Price, (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with Grantee having a Fair Market Value on (as defined in the date of delivery Plan) equal in amount to the aggregate exercise price of the Option or exercised portion thereofsuch Exercise Price, or (Biii) shares any combination of the Company's Common Stock issuable preceding clauses (i) and (ii). (c) The Company shall be under no obligation to issue any Warrant Shares unless the person exercising the Warrant, in whole or in part, shall give a written representation and undertaking to the Employee Company which is satisfactory in form and substance to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring such Warrant Shares for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such Warrant Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law. (d) Upon exercise of the OptionWarrant in the manner prescribed by this Section 5, with delivery of a Fair Market Value on certificate for the Warrant Shares then being purchased shall be made at the principal office of the Company to the person exercising the Warrant within a reasonable time after the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided specified in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares notice of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Optionexercise.

Manner of Exercise. The OptionTo the extent the Option shall have become and remains exercisable as provided in Section 2 hereof, or any exercisable portion thereofand subject to such administrative regulations as the Board of Directors may have adopted, the Option may be exercised solely from time to time, in whole or in part, by delivery notice to the Secretary or his office of all President of the following prior to Company in writing stating the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to date on which Grantee will so exercise the Option or such portion; and (i) Full cash payment to the Secretary “Exercise Date”), and specifying the number of the Company for the shares Shares with respect to which such the Option is being exercised (the “Exercise Shares”). On or portion is exercised; or (ii) With before the consent Exercise Date, the Grantee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash or cash equivalent satisfactory to the Company and in an amount equal to the Option Price multiplied by the number of the Committee, Exercise Shares (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer “Purchase Price”). The Grantee shall also deliver to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof(i) full payment for all applicable federal, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) state and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security local tax required to be given for such note. The Option may not be exercised, however, withheld by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in United States dollars in cash, or cash equivalent satisfactory to the Company, and (ii) written confirmation, in form and substance satisfactory to the Company, as of the Exercise Date, of the representations, warranties and covenants of the Grantee contained in Section 5 hereof. On the Exercise Date, and subject to satisfaction of the Option exercise price; or (vi) With the consent obligations of the CommitteeGrantee set forth in this Section 4, any combination the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the consideration provided in Grantee. The Company may require the foregoing subparagraphs Grantee to furnish or execute such other documents as the Company shall deem necessary (i)x) to evidence such exercise, (ii), (iii), (ivy) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person determine whether registration is then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted required under the Securities Act and then applicable rules and regulations thereunderof 1933 (the “Securities Act”), and that or (z) to comply with or satisfy the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution requirements of the shares by such person is contrary to the representation and agreement referred to above. The Committee maySecurities Act, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax applicable law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, rule or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Optionregulation.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Director or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is thereby exercised: (1) In cash or by check; or (ii2) With the consent By delivery of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Director duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value (as determinable under Section 4.2(b) of the Plan) on the date of delivery equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or (iii3) With the consent By means of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), (iii), (iv1) and (v2); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Employee Director or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall may bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeDirector, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and (i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised; (ii) With the consent of the Committee, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or (iiiii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iiiiv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Director or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Administrator or its designee; (b) Full payment to the Company of the aggregate exercise price, which payment shall be by any of the following, or a combination thereof: (i) Full In cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; orcheck; (ii) With Through the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Director has placed a market sell order with a broker with respect to the shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (viiii) With the consent of the CommitteeAdministrator, any combination through the surrender of shares of Common Stock then issuable upon exercise of the consideration provided in Option having a Fair Market Value on the foregoing subparagraphs (i), (ii), (iii), date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) and With the consent of the Administrator, through the delivery (actually or constructively) of shares of Common Stock to the Company with a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; or (v); and) With the consent of the Administrator, through any other consideration permitted under the Plan and applicable law. (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporationSubsidiary employer) of all amounts which, under federal, state state, local or local foreign tax law, it is required to withhold upon exercise of the Option; , which, with the consent of the CommitteeAdministrator, (i) may be in the form of consideration used by the Director to pay for such shares under Section 4.3(b); provided, however, that if such payment is in the form of shares of the Company's Common Stock owned withheld from exercise or delivered (actually or constructively) by the EmployeeDirector, duly endorsed for transfer, with a the Fair Market Value of such shares shall not exceed the sums necessary to pay the tax withholding based on the date of delivery equal minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeDirector, appropriate proof of the right of such person or persons to exercise the Option. (e) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations.

Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Employee Optionee or other person then entitled to exercise the such Option or portion thereof, stating that such portionOption or portion is exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b) (i) Full full payment (in cash payment to the Secretary of the Company or by check) for the shares Option Shares with respect to which such Option or portion is thereby exercised; or (ii) With with the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a "Fair Market Value Value" (as that term is defined in the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the Option Shares with respect to which this Option or exercised portion thereofis thereby exercised; or (iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to in the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of event that the Option or any a portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.

Manner of Exercise. The Option, or any exercisable portion thereofof the Option, may be exercised only in accordance with the terms of the Plan and solely by delivery to the Secretary or his office of the Company ("Secretary") of all of the following items prior to the time when the Option or such portion becomes unexercisable under Section 3.3the terms of the Plan: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Recipient or the other person then entitled to exercise the Option or portion of the Option, stating the intention to exercise the Option or portion of the Option, such portion; andnotice complying with all applicable rules (if any) established by the Board or the Compensation Committee thereof (the "Committee"); (ib) Full payment (in cash payment or by cashier's or certified check, or personal check if such is acceptable to the Secretary of the Company Secretary) for the shares with respect to which such the Option or portion thereof is exercised; or; (iic) With Full payment (in cash or by cashier's or certified check, or personal check if such is acceptable to the consent Secretary) upon demand of an amount sufficient to satisfy any federal (including FICA and FUTA amounts), state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state, and/or local tax purposes as the result of the Committee, (A) shares receipt of the Company's Common Stock owned by the Employee, duly endorsed for transfer Shares pursuant to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or; (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (cd) A bona fide written representation and agreement, in a form satisfactory to the Board or the Committee, signed by the Employee Recipient or other person then entitled to exercise such the Option or portionportion of the Option, stating acknowledging that the shares of stock are being acquired for his own accountShares issued to the Recipient pursuant to the Plan shall be subject to any and all federal and state securities laws, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereundergenerally applicable to the common stock of the Company, and that including without limitation, any restrictions on the Employee sale or other person then entitled to exercise such Option or portion will indemnify transfer of the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to Shares as well as the Company if any sale or distribution restrictions on transfer of the shares by set forth in this Agreement. Any certificate representing such person is contrary to Shares shall contain a restrictive legend evidencing the representation and agreement referred to aboveexistence of any such restrictions, if applicable. The Board or the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation representations and agreement and to effect compliance with the Securities Act all federal and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, The Board or the Committee may require an opinion of counsel acceptable to it the Board to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, Option may be exercised solely by delivery to the Secretary secretary of the Company, or his office to his/her office, of all of the following after the vesting thereof and prior to the time when the Option or such portion becomes unexercisable under Section 3.3expiration thereof: (a) A written notice complying with the applicable rules established Notice in writing signed by the Committee Grantee or any other person then entitled to exercise the Option, stating that the Option, or a portion thereof, is thereby exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and; (ib) Full payment (in cash payment or by check, or as otherwise permitted under Section 5 of this Agreement) to the Secretary of the Company for the shares Shares with respect to which such Option the Option, or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and; (c) A bona fide written representation Such representations and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except documents as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense deems reasonably necessary or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended (the "Act"), and any other federal or state securities laws or regulations. Without limiting (The Company may also take whatever additional actions it deems reasonably appropriate to effect such compliance including, without limitation, placing legends on the generality of certificate(s) evidencing the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, Shares and may issue stop-issuing stop transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) transfer agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars); (d) Full Promptly upon delivery of a written statement by the Company describing in detail the withholding taxes due upon exercise of the Option, full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax lawlaws, it the Company is required to withhold upon exercise of the Option; with Option as determined by the consent Company promptly upon the Grantee's delivery of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentnotice described in Section 4(a); and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeGrantee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions have been satisfied.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and (i) Full cash payment to the Secretary of the Company (by cashiers check or wire transfer) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeAdministrator, (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 1.18 of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The That Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) - (iii), (iv) and (v); and (cb) A bona fide written representation and agreement, in a a: form satisfactory to the CommitteeAdministrator, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (dc) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 1.18 of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Administrator on any business day of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Optionof exercise, or a portion thereof, is exercised. The which notice shall be signed by specify the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary number of the Company for the shares with respect to which such the Option or portion is being exercised; or; (b) Payment in full of the exercise price for the shares of Class A Common Stock for which the Option is being exercised. The exercise price may be paid: (i) in cash; (ii) With the consent of the Committee, by check; (Aiii) by wire transfer; (iv) in shares of the Company's outstanding Class A Common Stock owned by that the Employee, duly endorsed for transfer to the Company, with Participant already owns which have a Fair Market Value fair market value on the date of delivery surrender equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable with respect to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is being exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or; (v) With the consent of the Committee, pursuant to a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the “cashless” exercise/sale to the Company in satisfaction of the Option exercise priceprocedure; or (vi) With the consent pursuant to a “net exercise” arrangement in accordance with Section 7.8(iv) of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andPlan; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Participant or other person then entitled to exercise such Option or portion, stating that the shares of stock Class A Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Participant or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares of Class A Common Stock by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares of Class A Common Stock acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares of Class A Common Stock to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, or other laws of any jurisdiction to which the Participant is subject, it is required to withhold upon exercise of the Option; . The Company has the right to deduct from all amounts payable to the Participant as salary or other compensation any taxes required to be withheld with respect to awards under the Plan. The Participant may pay any withholding due in cash, by check, pursuant to a “cashless” exercise/sale procedure or, upon the prior written consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with pursuant to a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment“net exercise” arrangement; and (e) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeParticipant, appropriate proof of the right of such person or persons to exercise the Option. (f) Notwithstanding anything in this Agreement, the Notice of Grant or the Plan to the contrary, but subject to applicable law, if and only if as of 4:15 p.m. Eastern Time on the 12 date on which the Option would otherwise expire pursuant to Section 3.3(a) above (the “Option Expiration Date”), (i) the then Fair Market Value of one share of Class A Common Stock exceeds the Per Share Exercise Price subject to the Option, and (ii) to the extent the Option remains exercisable and has not otherwise expired, terminated, or been cancelled or forfeited (the “Exercisable Options”), then the Exercisable Options shall be deemed to be automatically exercised immediately prior to the Option Expiration Date (the “Automatic Exercise”) pursuant to a “net exercise” arrangement as described in Section 4.3(b)(vi) above by which the Company shall withhold an amount sufficient to cover the aggregate Exercise Price and applicable withholding amounts attributable to such Exercisable Options. The number of shares of Class A Common Stock so withheld shall be rounded up to the nearest whole number as necessary to avoid fractional shares and any excess amount withheld shall be refunded in cash to the Participant. Notwithstanding the foregoing, the Participant may notify the Company, in writing, at least ten (10) business days in advance of the Option Expiration Date, that the Participant wishes to satisfy the aggregate exercise price obligation and/or applicable withholding tax obligation in whole or in part through payment in cash rather than through reduction in the number of shares issued to the Participant in connection with the Automatic Exercise or, alternatively, that the Participant does not wish for the Option subject to Automatic Exercise to be exercised at all. In its sole discretion, the Company may determine to cease automatically exercising options pursuant to this Section 4.3(f), including the Option, at any time upon at least thirty (30) days advanced notice to the Participant.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeChief Financial Officer, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the CommitteeChief Financial Officer, a full recourse promissory note bearing interest (at no less than least at such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeChief Financial Officer, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Employee Optionee or other person then entitled to exercise the such Option or portion thereof, stating that such portionOption or portion is exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b) (i) Full full payment (in cash payment to the Secretary of the Company or by check) for the shares Option Shares with respect to which such Option or portion is thereby exercised; or (ii) With with the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a "Fair Market Value Value" (as that term is defined in the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the Option Shares with respect to which this Option or exercised portion thereofis thereby exercised; or (iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, which it is required to withhold under federal, state or local tax law, it is required to withhold upon law in connection with the exercise of the Option; provided that, with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; (d) such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933 and any other federal or state securities laws or regulations; and (e) In in the event that the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2: (a) A written notice complying with the applicable rules established by the Committee Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Independent Director or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the EmployeeIndependent Director, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Independent Director upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the CommitteeBoard, a notice that the Employee Independent Director has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Independent Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Independent Director or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the EmployeeIndependent Director, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee Independent Director upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeIndependent Director, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Director or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Employee, Director duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value (as determined by the Board) on the date of delivery Option exercise equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (vii); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Director or other person then entitled to exercise such Option or portion will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option exercise does not violate the Securities Act, and may issue stop-stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Employee, Director duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, transfer may be used to make all or part of such paymentpayment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeDirector, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least at such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of federal or state securities laws or regulations. The Committee, in its absolute discretion, may also take whatever additional actions it deems appropriate to insure the observance effect such compliance including, without limitations, placing legends on share certificates and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;registrars. (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheldor, or (ii) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, delivery of property of any kind which constitutes good and valuable considerationconsideration with a fair market value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Each Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the EmployeeOptionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's ’s Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee Optionee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andor (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the EmployeeOptionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Employee Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full cash payment (by cashiers check or wire transfer) for the shares with respect to which such Option or portion is exercised; or (i) With the consent of the Administrator, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Secretary Company or (B) subject to the timing requirements of Section 4.4, shares of the Company for Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The That Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iviii) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) - (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 4.2(b) of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may shall be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Board; (ib) Full cash The payment to the Secretary Company of the Company aggregate Option exercise price for the shares with respect to which such Option or portion is exercised; orexercised in: (i) Cash; (ii) With the consent of the CommitteeBoard, (A) certain shares of the Company's ’s Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's ’s Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; oris exercised; (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold in connection with the exercise of the Option or a portion thereof; all or any part of such payment may be made, with the consent of the Board, (i) with certain shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer, or (ii) with shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employeein each case, duly endorsed for transfer, with having a Fair Market Value on at the date of delivery Option exercise equal to the sums required to be withheld; (d) Such representations and documents as the Board, in its absolute discretion, deems necessary or (ii) shares advisable to effect compliance with all applicable provisions of the Company's Common Stock issuable Securities Act and any other Federal or state securities laws or regulations. The Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to the Employee upon exercise of the Option with a Fair Market Value effect such compliance including, without limitation, placing legends on the date of exercise of the Option or any portion thereof equal share certificates and issuing stop-transfer orders to the sums required to be withheld, may be used to make all or part of such paymenttransfer agents and registrars; and (e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option. (f) Notwithstanding anything herein to the contrary, the Optionee may satisfy the requirements of subsections (b) and (c) of this Section 4.3 concerning payment for the shares and all applicable withholding taxes, with the consent of the Board, through the delivery to the Secretary or his office of (i) an irrevocable written exercise notice containing instructions to the Company to deliver to Optionee’s broker the certificate(s) representing the shares with respect to which the Option or portion is thereby exercised and (ii) timely full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised and all amounts which the Company is required to withhold under federal, state or local law in connection with the exercise of the Option or portion thereof. Notwithstanding anything to the contrary in this Section 4.3, the Board shall not take any discretionary action which will result in the failure of the Plan to satisfy any exemptive condition imposed by Rule 16b-3 of the code with respect to the effected Option or which would be in violation of any applicable law.

Manner of Exercise. 1.2.1 The Optionholder of this Warrant ("Holder") may exercise this Warrant, in whole or in part, upon surrender of this Warrant with the form of subscription attached hereto duly executed, to the Company at its corporate office at 777 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇gether with the full Purchase Price for each Share to be purchased in lawful money of the United States, or any exercisable portion thereofby certified check, may bank draft or postal or express money order payable in United States dollars to the order of the Company, and upon compliance with and subject to the conditions set forth in this Warrant. 1.2.2 Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant is then being exercised, the Company shall cause to be issued certificates or other evidence of ownership, for the total number of whole Shares for which this Warrant is being exercised solely by in such denominations as are required for delivery to the Secretary Holder, and the Company shall thereupon deliver such documents to the Holder or his office of its nominee. 1.2.3 If the Holder exercises this Warrant with respect to fewer than all of the following prior to Shares that may be purchased under this Warrant, the time when Company shall execute a new Warrant for the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary balance of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the OptionHolder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, with a Fair Market Value on or the date issue of any Shares upon the exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committeethis Warrant. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercisedCompany shall not, however, by be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a promissory note or by a loan from name other than that of the Holder at the time of surrender, and until the payment of such tax, the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to issue such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionShares.

Manner of Exercise. The Option, or any exercisable portion thereof, (a) This Warrant may be exercised solely by delivery to the Secretary holder hereof, in whole or his office of all of the following in part, during normal business hours on any Business Day prior to the time when expiration of this Warrant by surrender of this Warrant, with the Option form of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the Company at its principal office (or, if such exercise shall be in connection with an underwritten Public Offering of shares of Common Stock (or Other Securities) subject to this Warrant, at the location at which the Company shall have agreed to deliver the shares of Common Stock (or Other Securities) subject to such offering), accompanied by payment, in 4 - 352 - cash or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock (without giving effect to any adjustment therein) designated in such form of subscription by (b) the Warrant Price, and such holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) determined as provided in Sections 2 through 4. (b) Holder may elect in writing delivered to the Company as provided above to receive, without payment of additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction at its principal office. Thereupon, the Company shall issue to such holder such number of fully paid and nonassessable shares of Common Stock as is computed using the Option exercise price; or following formula: X = Y (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (cA-B) A bona fide written representation and agreement, in a form satisfactory to where X = the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares number of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued to such holder pursuant to such exercise have been registered under this subsection 1.1(b). Y = the Securities Act, and such registration is then effective number of shares covered by this Warrant in respect of such shares; (d) Full payment which the net issue election is made pursuant to this subsection 1.1(b). A = the Company (or other employer corporation) Market Price of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise one share of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by as at the Employee, duly endorsed for transfer, with a Fair Market Value on time the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised net issue election is made pursuant to Section 4.1 by any person or persons other than this subsection 1.1(b). B = the Employee, appropriate proof of Warrant Price in effect under this Warrant at the right of such person or persons time the net issue election is made pursuant to exercise the Optionthis subsection 1.1(b).

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) With the consent of the Committee, a full recourse -7- 8 promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or; (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and the then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheldor, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 4.l by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written Unless the Company shall have delivered notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect Participant pursuant to which such Option or portion is exercised; or (iiSection 4(b) With the consent of the Committeebelow, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option shall be by written notice to Company pursuant to Section 11 hereof and shall be in accordance with Section 6(g) of the Plan. Upon receipt of such notice and payment, the Company shall deliver a certificate or certificates representing the Option Shares purchased. The certificate or certificates representing the Option Shares shall be registered in the name of the Participant, or if the Participant so requests, shall be issued in or transferred into the name of the Participant and another person jointly with the right of survivorship. The certificate or certificates shall be delivered to or in accordance with the written instructions of the Participant. No Participant or his legal representative, legatees or distributees, as the case may be, shall be or shall be deemed to be a holder of any portion thereof equal shares subject to the aggregate Option unless and until certificates for such shares are issued to him or them upon the exercise price of an Option. The Option Shares that shall be purchased upon the exercise of the Option or exercised portion thereof; oras provided herein shall be fully paid and nonassessable. (iiib) With As an alternative to the consent manner of exercise specified in Section 4(a) above, the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, howeverCompany may, by delivery notice to the Participant, designate a third-party agent (the “Agent”) for purposes of a promissory note or by a loan from receiving notices of exercise, administering the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion administering such other aspects of the net proceeds of the sale to Plan as the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andmay determine. (c) A bona fide written representation and agreementIn lieu of issuing share certificates as contemplated by Section 4(a) above, the Company may elect to issue Option Shares in a book-entry form satisfactory to the Committee, signed or via electronic delivery (DWAC) into an account designated by the Employee Participant or other person then entitled to exercise such Option or portion, stating that an account of Participant at the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the OptionAgent.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Employee Holder or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and (b) Subject to Section 6.2(d) of the Plan: (i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or (ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the EmployeeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee ▇▇▇▇▇▇ has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and (c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Employee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Holder’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.,

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section SECTION 3.3: (a) A written notice complying with the applicable rules established by the Committee Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Employee Optionee or other person then entitled to exercise the Option or such portion; and; (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or; (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iviii) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), ) and (ii), (iii), (iv) and (v); and; (c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been 6 registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised4.3.1. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and (i) Full cash payment to the Secretary 4.3.2. Payment of the Company purchase price by one of the following means: 4.3.2.1. Full payment (in cash) for the shares with respect to which such Option or portion is exercised; or 4.3.2.2. With the consent of the Committee, payment delayed for up to thirty (ii30) days from the date the Option, or portion thereof, is exercised; or 4.3.2.3. With the consent of the Committee, (Ai) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal Company or (ii) subject to the aggregate exercise price timing requirements of the Option or exercised portion thereofSection 4.4, or (B) shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof exercise equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii) 4.3.2.4. With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or 4.3.2.5. With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. Notwithstanding the foregoing, upon exercise Optionee shall pay such amount in cash of the total consideration as required pursuant to Section 154 of the Delaware general Corporation Law (including any successor provisions). Until such time as the Optionee has paid the full consideration required hereunder, any shares of Common Stock issuable upon exercise of the Option and delivered to the Optionee shall be designated as partly paid. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or, (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) 4.3.2.6. With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v)4.3.2.1 through 4.3.2.5; and, (c) 4.3.3. A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Employee Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or of any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) 4.3.3 and the agreements herein. The written representation and the agreement referred to in the first sentence of this subsection (c) 4.3.3 shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) 4.3.4. Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) 4.3.5. In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or his office any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:2(b): (ai) A written notice complying with the applicable rules established An Exercise Notice signed or electronically accepted by the Committee stating that the Option, you or a portion thereof, is exercised. The notice shall be signed by the Employee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and (iii) Full cash payment Subject to the Secretary Section 5.2(d) of the Plan, the receipt by the Company of full payment for the shares of Common Stock with respect to which such the Option or portion thereof is exercised, which may be in one of the following forms of consideration: (A) By cash or check payable to the Company; or (iiB) With the consent of the Committee, (A) by delivery of shares of Common Stock then issuable upon exercise of the Company's Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or (C) With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by the Employeeyou, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or thereof and held by you for such period of time (Bif any) shares of the Company's Common Stock issuable as may be necessary to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofavoid adverse accounting consequences; or (iiiD) With Through the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has you have placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or (viE) With the consent of the Committee, through the delivery of property of any kind which constitutes good and valuable consideration; or | (F) Subject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), A) through (ii), (iii), (iv) and (vE); and (ciii) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee or Board may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue book entries and issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentregistrars; and (eiv) The receipt by the Company of payment of any applicable withholding tax, which may be in the form of consideration permitted under Section 3(b)(ii), subject to Section 3(d) below and Section 10.4 of the Plan; and (v) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Employeeyou, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

Manner of Exercise. The Option, or any exercisable portion thereof, Option may be exercised solely by delivery to the Secretary secretary of the Company, or his office to his/her office, of all of the following after the vesting thereof and prior to the time when the Option or such portion becomes unexercisable under Section 3.3expiration thereof: (a) A written notice complying with the applicable rules established Notice in writing signed by the Committee Grantee or any other person then entitled to exercise the Option, stating that the Option, or a portion thereof, is thereby exercised. The notice shall be signed by the Employee or other person then entitled to exercise the Option or such portion; and; (ib) Full payment (in cash payment or by check, or as otherwise permitted under Section 5 of this Agreement) to the Secretary of the Company for the shares Shares with respect to which such Option the Option, or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised any portion thereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and; (c) A bona fide written representation Such representations and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except documents as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense deems reasonably necessary or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended (the "Act"), and any other federal or state securities laws or regulations. Without limiting (The Company may also take whatever additional actions it deems reasonably appropriate to effect such compliance including, without limitation, placing legends on the generality of certificate(s) evidencing the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, Shares and may issue stop-issuing stop transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) transfer agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars); (d) Full Promptly upon delivery of a written statement by the Company describing in detail the withholding taxes due upon exercise of the Option, full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax lawlaws, it the Company is required to withhold upon exercise of the Option; with Option as determined by the consent Company promptly upon the Grantee's delivery of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentnotice described in Section 4(a); and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeGrantee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions have been satisfied.

Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and (ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option option or portion is exercised; or , which payment shall be (i) in cash, (ii) With through the consent delivery of the Committee, (A) shares of the Company's Common Stock owned by the EmployeeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (Biii) shares subject to the timing requirements of Section 5.3 of the Company's Common Stock issuable to the Employee upon exercise of the OptionPlan, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, through any combination of the consideration provided in the foregoing subparagraphs (i), ) or (ii), (iii), (iv) and (v); and (c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Employee Board deems necessary or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee The Board may require an opinion of counsel acceptable also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including (without limitation) placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; (d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; with provided, however, the consent Company -------- ------- may permit the Optionee, upon delivery of a written election to the Secretary of the Committee, Company (ior to such other person who may be designated by the Board) to elect to have the Company withhold shares of the Company's Common Stock owned by otherwise issuable upon the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentValue; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the EmployeeOptionee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i1) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii2) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined by the Committee) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis exercised; or (iii3) With the consent of the Committee, a full recourse, nonrecourse or limited recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi4) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i1), (ii), (iii), (iv2) and (v3); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on Option, valued by the Committee at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and (i1) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or (ii2) With the consent of the Committee, but subject to the timing requirements of Section 4.4, (A) shares of the Company's Series B Common Stock owned by the Employee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Series B Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis thereby exercised; or (iii3) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than d= such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi4) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i1), . (ii), (iii), (iv2) and (v3); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, but subject to the timing requirements of Section 4.4, (i) shares of the Company's Series B Common Stock owned by the Employee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Series B Common Stock issuable to the Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 4.2(b) of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option.