Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock This Option may shall be exercised by the delivery of written notice delivering to the Company setting forth (or its authorized agent), during the period in which such Option is exercisable, (i) a notice, which may be electronic, of your intent to purchase a specific number of shares Shares pursuant to this Option (a “Notice of Common Stock with respect to which Exercise”), and (ii) full payment of the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price for such specific number of Shares. Payment may be made by any one or more of the shares to be purchased, payable as follows: following means: (a) cash, personal check, bank draft, or money order payable to the order of the Company, wire transfer; (b) if approved and permitted by the CompanyCommittee, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Shares owned by the Optionee you with a Fair Market Value on the Exercise Datedate of exercise equal to the Option Price, valued at its fair market value on the Exercise Datewhich such Shares must be fully paid, non-assessable, and which the Optionee has not acquired free and clear from the Company within six (6) months prior to the Exercise Date, all liens and encumbrances; (c) if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such Shares, together with, if required by the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the minimum statutory amount of sale federal, state, local or loan proceeds necessary to pay foreign withholding taxes payable by reason of such purchase price, and/or (d) in any other form exercise. A copy of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to such delivery instructions must also be delivered to the Optionee Company by you with the Notice of Exercise; or (or d) if approved and permitted by the person exercising Committee, with Restricted Shares owned by you with a Fair Market Value on the Optionee’s Stock date of exercise equal to the Option Price, in the event which case an equal number of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name Shares delivered on exercise of the person exercising Option will carry the Optionee’s Stock same restrictions as the Restricted Shares tendered to pay the exercise price. The exercise of the Option in shall become effective at the event time such a Notice of his deathExercise has been received by the Company, which must be before the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), promptly after the Exercise Dateunless an earlier date is provided herein. The obligation You shall not have any rights as a stockholder of the Company to deliver or register such shares of Common Stock shall, however, be subject with respect to the condition that, if at any time Shares deliverable upon exercise of this Option until ownership of such Shares is recorded in your name on the books of the Company If the Option is exercised as permitted herein by any person or persons other than you, such Notice of Exercise shall determine in its discretion that the listingbe accompanied by such documentation as Company may reasonably require, registrationincluding without limitation, or qualification evidence of the Stock authority of such person or persons to exercise the Option or and evidence satisfactory to Company (if required by the Common Stock upon Company) that any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless death taxes payable with respect to such listing, registration, qualification, consent, or approval shall Shares have been effected paid or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeprovided for.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) cash, check, bank draftin cash or its equivalent, or money order payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the order of total Option Price (provided that the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned Shares which are tendered must have been held by the Optionee on the Exercise Date, valued for at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within least six (6) months prior to their tender to satisfy the Exercise DateOption Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (cii), and (iii) above. Any payment in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the CompanyCompany to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by delivery (including by FAX) any other means which the Committee determines to be consistent with the Company or its designated agent Plan’s purpose and applicable law. A “cashless exercise” of an executed irrevocable option exercise form together with irrevocable instructions from Option is a procedure by which a broker provides the funds to the Optionee to a broker or dealereffect an Option exercise, reasonably acceptable to the Company, extent consented to sell certain by the Committee in its discretion. At the direction of the shares Optionee, the broker will either (i) sell all of Common Stock purchased the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Company Optionee (either directly or through the amount of sale or loan proceeds necessary to pay such purchase price, and/or (dCompany) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted a stock are tendered as consideration certificate for the exercise remaining Shares. As soon as practicable after receipt of a Stock Option, a number written notification of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneefull payment, the Company shall either deliver, or cause certificates for the Common Stock then being purchased to be delivered delivered, to the Optionee (or the person exercising on behalf of the Optionee’s Stock Option , in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising Optionee or other appropriate recipient, Share certificates for the Optionee’s Stock Option in number of Shares purchased under the event of his death), promptly after Option. Such delivery shall be effected for all purposes when the Exercise Date. The obligation Company or a stock transfer agent of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Optionee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as (a) The Optionee may exercise the Company may Stock Option only in the following manner: from time to time adopton or prior to the Expiration Date of the Stock Option, the Optionee may give written notice to the Committee of his or her 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 methods: (i) in cash or its equivalent (e.g., by personal check) at the time the Stock Option is exercised, (ii) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Optionee for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in Shares (as described in the preceding clause (ii)), (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Stock obtained upon the exercise of the Stock Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased; provided that in the event the Optionee chooses to pay the Option Exercise Price Per Share as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (v) through “net settlement” in Shares. In the case of a “net settlement” of a Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of Shares issued upon the exercise by the largest number of whole Shares that have a Fair Market Value that does not exceed the aggregate Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a cash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the 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 in the Plan or in any other agreement or applicable laws and regulations, 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 the Shares pursuant to the exercise of Stock Options under the Plan and any subsequent resale of such Shares will be in compliance with applicable laws and regulations. (b) The Shares purchased upon exercise of the 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 to have any of the rights of a holder with respect to, any Shares subject to the Stock Option unless and until the 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. (c) The minimum number of Shares with respect to which the Stock Option may be exercised by the delivery of written notice to the Company setting forth at any one time shall be 100 Shares, unless the number of shares of Common Stock Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to being exercised is the total number of Shares subject to exercise under the Stock Option Price at the time. (d) Notwithstanding any other provision hereof or of the shares to be purchasedPlan, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise no portion of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly exercisable after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeExpiration Date hereof.

Manner of Exercise. Subject to such administrative regulations as The vested portion of the Company may from time to time adopt, the Stock Option may be exercised exercised, in whole or in part, by the delivery of delivering written notice to the Company setting forth Stock Option Administrator designated by the Company. Such notice may be in electronic or other form as used by the Stock Option Administrator in its ordinary course of business and as may be amended from time to time, and shall: (a) state the election to exercise the Option and the number of shares in respect of Common Stock with respect to which the Stock Option it is to being exercised; (b) be exercised, the date of exercise thereof accompanied by (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (ai) cash, check, bank draft, draft or money order in the amount of the Option Price payable to the order of the Stock Option Administrator designated by the Company, ; or (bii) if certificates for shares of the Company’s Class C Stock (together with duly executed stock powers) or other written authorization as may be required by the Company to transfer shares of such Class C Stock to the Company, with an aggregate value equal to the Option Price of the Class C Stock being acquired; or (iii) a combination of the consideration described in its sole discretion, so consents in writing, Common clauses (i) and (ii). 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 (including restricted stockx) was acquired by the Grantee in open market transactions, (y) has been owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise DateGrantee for longer than six 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 Optionee has not acquired from Grantee may exercise the Option through a procedure known as a “cashless exercise,” whereby the Grantee delivers to the Stock Option Administrator designated by the Company within six (6) months prior an irrevocable notice of exercise in exchange for the Company issuing shares of the Company’s Class C Stock subject to the Exercise Date, (c) if Option to a broker previously designated or approved by the Company, in its sole discretion, so consents in writing, versus payment of the Option Price by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased 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 Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listingpart, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable by delivering to the Company. If the Optionee fails to pay for any Company shares of Class C Stock otherwise deliverable upon exercise of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of Option as provided under the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneePlan.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may A. The option can be exercised only by Employee or other proper party within the delivery of option period delivering written notice to the Company setting forth at its principal office in Minneapolis, Minnesota, stating the number of shares of Common Stock with respect as to which the Stock Option option is being exercised and, except as provided in Section 4(c), accompanied by payment-in-full of the option price for all shares designated in the notice. B. The Employee may, at Employee's election, pay the option price either by check (bank check, certified check, or personal check) or by delivering to the Company for cancellation Common Shares of the Company with a fair market value equal to the option price. For these purposes, the fair market value of the Company's Common Shares shall be exercised, the closing price of the Common Shares on the date of exercise thereof on the New York Stock Exchange (the “Exercise Date”"NYSE") or on the principal national securities exchange on which the shares are traded if the shares are not then traded on the NYSE. If there is not a quotation available for such day, then the closing price on the next preceding day for which such a quotation exists shall be at least three (3) days after giving such notice unless determinative of fair market value. If the shares are not then traded on an earlier time shall have been mutually agreed upon. On the Exercise Dateexchange, the Optionee fair market value shall deliver to be the average of the closing bid and asked prices of the Common Shares as reported by the National Association of Securities Dealers Automated Quotation System. If the Common Shares are not then traded on NASDAQ or on an exchange, then the fair market value shall be determined in such manner as the Company consideration shall deem reasonable. C. The Employee may, with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order consent of the Company, (b) if pay the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned option price by arranging for the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company immediate sale of some or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain all of the shares of Common Stock purchased issued upon exercise of the Stock Option or to pledge such shares as collateral for option by a loan securities dealer and promptly deliver the payment to the Company by the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise securities dealer of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeoption exercise price.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may A. The option can be exercised only by Employee or other proper party within the delivery of option period delivering written notice to the Company setting forth at its principal office in Minneapolis, Minnesota, stating the number of shares as to which the option is being exercised and, except as provided in Section 4. C., accompanied by payment-in-full of the option price for all shares designated in the notice. B. The Employee may, at Employee's election, pay the option price either by check (bank check, certified check, or personal check) or by delivering to the Company for cancellation shares of Common Stock with respect to of the Company which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned held by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has Employee for not acquired from the Company within less than six (6) months prior with a fair market value equal to the Exercise Dateoption price. For these purposes, the fair market value of the Company's Common Stock shall be the closing price of the Common Stock on the date of exercise on the New York Stock Exchange (cthe "NYSE") or on the principal national securities exchange on which such shares are traded if the shares are not then traded on the NYSE. If there is not a quotation available for such day, then the closing price on the next preceding day for which such a quotation exists shall be determinative of fair market value. If the shares are not then traded on an exchange, the fair market value shall be the average of the closing bid and asked prices of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System. If the Common Stock is not then traded on NASDAQ or on an exchange, then the fair market value shall be determined in such manner as the Company shall deem reasonable. C. The Employee may, with the consent of the Company, in its sole discretion, so consents in writing, pay the option price by delivery (including by FAX) to arranging for the Company immediate sale of some or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain all of the shares of Common Stock purchased issued upon exercise of the Stock Option or to pledge such shares as collateral for option by a loan securities dealer and promptly deliver the payment to the Company by the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise securities dealer of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeoption exercise price.

Manner of Exercise. Subject The Option shall be exercised by written notice of exercise in the form of Exhibit A to such administrative regulations as this Instrument of Grant addressed to the Company may from time and signed by the Option Holder and delivered to time adoptthe Company along with this Instrument of Grant and payment in full of the Exercise Price of the Optioned Shares as to which the Option is being exercised. If the Option is exercised in part only, the Stock Company will either issue a new Instrument of Grant with respect to the unexercised portion of the Option or shall make a notation on this Instrument of Grant reflecting the partial exercise. The Exercise Price is payable by certified or official bank check or by personal check; provided, however, that no Optioned Shares shall be issued to Option Holder until the Company has been advised by its bank that the check has cleared. The Option may also be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect having a fair market value as of the date of exercise, equal to which the Stock Exercise Price of the Optioned Shares to the extent that the Option is being exercised by written notice of exercise in the form of Exhibit B to this Instrument of Grant addressed to the Company and signed by the Option Holder. The market value of the Common Stock shall be exerciseddetermined as follows: If the Common Stock is listed on a national securities exchange or is quoted on the OTCQX, OTCQB, or OTC Pink or other service which provides information as to the last sale price, the current value shall be the reported last sale prices of one share of Common Stock on such exchange, market or system on the trading day prior to the date of exercise thereof (of the “Exercise Date”) which Option, or if, on any of such dates, no such sale is made on such day, the last reported sale on such exchange, market or system shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On used; or If the Exercise DateCommon Stock is not so listed or admitted to unlisted trading privileges or traded, the Optionee current value shall deliver to be the Company consideration with a value equal to the total Option Price mean average of the shares to be purchased, payable reported last bid and asked prices of one share of Common Stock as follows: (a) cash, check, bank draft, or money order payable to the order of reported by a reporting services selected by the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months last trading day prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent date of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for Option; or If the Common Stock then being purchased is not so listed or admitted to be delivered to unlisted trading privileges and bid and asked prices are not so reported, the Optionee (or the person exercising the Optionee’s Stock Option in the event current value of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares one share of Common Stock shallshall be an amount, however, not less than net tangible book value per share determined in such reasonable manner as may be subject to prescribed by the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification Compensation Committee of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval Board of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase Directors of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified The Option may also be exercised through a brokerage transaction in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited a manner approved by the OptioneeCompensation Committee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writingOptioned Shares are no longer Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the number value of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. For example, if 250 shares of Restricted Stock valued at $2.00 per share are used to purchase 500 Optioned Shares at an Option Price of $1.00 per share, all 500 Optioned Shares shall be Restricted Stock. Subject to Section 3.c. hereof, Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned any manner permitted by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionPlan. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to having the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions retain from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased otherwise issuable upon exercise of the Stock Option or a number of shares of Common Stock having a value (determined pursuant to pledge such shares as collateral for a loan and promptly deliver rules established by the Company in its discretion) equal to the Company total Option Price of the amount of sale or loan proceeds necessary shares to pay such purchase price, be purchased (a “net exercise”); and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or such person as designated in writing by the name personal representative of the person exercising the Optionee’s Stock Option estate in the event of his the Optionee’s death), ) promptly after the Exercise Date, unless the Optionee, or such other person, requests, in writing, delivery of the certificates for the Common Stock in accordance with the procedures established by the Committee, which procedures shall apply to this Award unless otherwise provided by the Committee. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If Subject to Section 8, below, if the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”"EXERCISE DATE") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock and Callable Shares) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writingOptioned Shares are no longer Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares to the broker as collateral for a loan from the broker and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the number value of shares of restricted stock Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock or Callable Shares so tendered. For example, if 250 shares of Restricted Stock valued at $2.00 per share are used to purchase 500 Optioned Shares at an Option Price of $1.00 per share, all 500 Optioned Shares shall be Restricted Stock. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by at the Optioneeelection, and in the sole discretion, of the Company.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO, (c) if the Company, in its sole discretion, so consents in writingCompany has completed an IPO, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO, (c) if the Company, in its sole discretion, so consents in writingCompany has completed an IPO, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as (a) The Optionee may exercise the Company may Stock Option only in the following manner: from time to time adopton or prior to the Expiration Date of the Stock Option, the Optionee may give written notice to the Committee of his or her 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 methods: (i) in cash or its equivalent (e.g., by personal check) at the time the Stock Option is exercised, (ii) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares has been held by the Optionee for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in Shares (as described in the preceding clause (ii)), (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Stock obtained upon the exercise of the Stock Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Exercise Price Per Share for the Option Shares being purchased; provided that in the event the Optionee chooses to pay the Option Exercise Price Per Share as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (v) through “net settlement” in Shares. In the case of a “net settlement” of a Stock Option, the Company will not require a cash payment of the Option Exercise Price Per Share for the Option Shares being purchased, but will reduce the number of Shares issued upon the exercise by the largest number of whole Shares that have a Fair Market Value that does not exceed the aggregate Option Exercise Price Per Share for the Option Shares set forth in this Agreement. With respect to any remaining balance of the aggregate Option Exercise Price Per Share for the Option Shares, the Company shall accept a cash payment. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the 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 in the Plan or in any other agreement or applicable laws and regulations, 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 the Shares pursuant to the exercise of Stock Options under the Plan and any subsequent resale of such Shares will be in compliance with applicable laws and regulations. (b) The Shares purchased upon exercise of the 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 to have any of the rights of a holder with respect to, any Shares subject to the Stock Option unless and until the 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. (c) The minimum number of Shares with respect to which the Stock Option may be exercised by the delivery of written notice to the Company setting forth at any one time shall be 100 Shares, unless the number of shares of Common Stock Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to being exercised is the total number of Shares subject to exercise under the Stock Option Price at the time. (d) Notwithstanding any other provision hereof or of the shares to be purchasedPlan, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise no portion of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly exercisable after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeExpiration Date hereof.

Manner of Exercise. Subject to such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of written notice the Exercise Notice to the Company setting forth the number of shares of Common Stock Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Exercise Price of the shares Shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or money order certified check payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock Shares shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject To the extent that any outstanding Options shall have become and remain vested and exercisable as provided in Sections 3 and 4 and subject to such reasonable administrative regulations as the Company Committee may from time to time adopthave adopted, the Stock Option such Options may be exercised exercised, in whole or in part, by the delivery of written notice to the designated officer of the Company setting forth (or designated third party administrator, if any) in writing given at least 5 business days (or shorter period permitted by any third party administrator) prior to the date as of which the Grantee will so exercise the Options (the "Exercise Date"), specifying the number of shares of Common Stock whole Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof Options are being exercised (the “"Exercise Date”Shares") which shall be at least three (3) days after giving and the aggregate Exercise Price for such notice unless an earlier time shall have been mutually agreed uponExercise Shares. On or before the Exercise Date, the Optionee Grantee (i) shall deliver to the Company consideration with a value equal to full payment for the total Option Price of the shares to be purchased, payable as follows: (a) Exercise Shares in United States dollars in cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable cash equivalents satisfactory to the Company, and in an amount equal to sell certain the product of the number of Exercise Shares multiplied by the Exercise Price (such product, the "Aggregate Exercise Price") and (ii) the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares and registered in the name of the Grantee. In lieu of tendering cash, the Grantee may tender shares of Common Stock purchased upon exercise of that have been owned by the Stock Option or to pledge such shares as collateral Grantee for a loan and promptly deliver to at least six months having an aggregate Fair Market Value on the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Exercise Date equal to the number Aggregate Exercise Price or may deliver a combination of shares of restricted stock used as consideration therefor shall be subject to the same restrictions cash and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallhaving an aggregate Fair Market Value equal to the difference between the Aggregate Exercise Price and the amount of such cash as payment of the Aggregate Exercise Price, however, be subject to such rules and regulations as may be adopted by the condition thatCommittee to provide for the compliance of such payment procedure with applicable law, if at any time including Section 16(b) of the Exchange Act. The Company may require the Grantee to furnish or execute such other documents as the Company shall determine in its discretion that reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the listing, registration, or qualification requirements of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any Securities Act, applicable state or federal non-U.S. securities laws or any other law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option The Options may be exercised by the delivery of written notice which shall: a. State the election to exercise the Company setting forth Options and the number of shares and Option Price in respect of which they are being exercised; b. Be signed by Executive or such other person or persons entitled to exercise the Options; c. Be in writing and delivered to SPX's Secretary; d. Be accompanied by payment in full of the Option Price for the shares to be purchased. Payment may be made by: (i) check, bank draft, money order or other cash payment, or (ii) delivery (or deemed delivery by attestation) of previously acquired shares of Common Stock with respect to which a fair market value as of the Stock Option is to be exercised, the exercise date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total aggregate Option Price of for the shares to be purchased, payable as follows: purchased (aor a combination of (i) cash, check, bank draft, or money order payable to the order of the Company, and (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its ii)). The fair market value of the Common Stock for this purpose shall be the closing price of a share of Common Stock as reported in the "NYSE-Composite Transactions" section of the Midwest Edition of The Wall Street Journal for the exercise date or, if no prices are quoted for such date, on the Exercise Datenext preceding date on which such prices of Common Stock are so quoted; e. Be accompanied by payment of any Federal, and which the Optionee has not acquired from state or local taxes required by law to be withheld by the Company within six (6) months prior with respect to the Exercise Date, (c) if exercise of the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to Options unless other satisfactory arrangements are made between the Company or its designated agent and the Executive to satisfy such withholding obligations; and f. Unless a Registration Statement under the Securities Act of an executed irrevocable option exercise form together 1933 is in effect with irrevocable instructions from the Optionee respect to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon to be issued, contain a representation by the Executive or other person or persons entitled to exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to Options that the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise are being acquired for investment and with no present intention of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions selling or transferring them and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or that the person exercising acquiring them will not sell or otherwise transfer the Optionee’s Stock Option shares except in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any compliance with all applicable securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval laws and requirements of any governmental regulatory body, is necessary as a condition of, or in connection with, stock exchange upon which the Stock Option or shares may then be listed. If the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval Options shall have been effected or obtained free of any conditions not reasonably acceptable exercised in full, this Agreement shall be canceled and retained by the Company, otherwise it shall be appropriately endorsed to reflect partial exercise and returned to the Company. If Executive or other person entitled to exercise the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeOptions.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving the day upon which such notice unless an earlier time shall have been mutually agreed uponis given in accordance herewith. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writingOptioned Shares are other than Nonpublicly Traded, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered at its principal business office as soon as practicable (but in the Optionee’s name no case more than three (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 3) days) after the Exercise DateDate in order to permit timely sales under applicable exchange rules or to permit timely participation in any liquidity event. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeCommittee.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written an exercise notice to the Company Company, in such form and substance as may be prescribed by the Company, setting forth the number of shares of Common Stock Optioned Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Exercise Price of the shares Optioned Shares to be purchased, payable as follows: (a) cash, cashier’s check, bank draft, or money order certified check payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock Optioned Shares shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock the Optioned Shares thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Company may cause the Stock Option and the right to purchase such Optioned Shares may to be forfeited by the Optionee.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) in cash, checkor (ii) subject to prior approval by the Committee in its discretion, bank draftby withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or money order payable (iii) subject to prior approval by the order Committee in its discretion, by a combination of the Company(i), and (bii) if the Companyabove. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, Common Stock (including restricted stock) owned without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and any other means which the Optionee has not acquired from Committee determines to be consistent with the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent Plan’s purpose and applicable law. A “cashless exercise” of an executed irrevocable option exercise form together with irrevocable instructions from Option is a procedure by which a broker provides the funds to the Optionee to a broker or dealereffect an Option exercise, reasonably acceptable to the Company, extent consented to sell certain by the Committee in its discretion. At the direction of the shares Optionee, the broker will either (i) sell all of Common Stock purchased the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Company Optionee (either directly or through the amount of sale or loan proceeds necessary to pay such purchase price, and/or (dCompany) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted a stock are tendered as consideration certificate for the exercise remaining Shares. As soon as practicable after receipt of a Stock Option, a number written notification of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneefull payment, the Company shall either deliver, or cause certificates for the Common Stock then being purchased to be delivered delivered, to the Optionee (or the person exercising on behalf of the Optionee’s Stock Option , in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising Optionee or other appropriate recipient, Share certificates for the Optionee’s Stock Option in number of Shares purchased under the event of his death), promptly after Option. Such delivery shall be effected for all purposes when the Exercise Date. The obligation Company or a stock transfer agent of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Optionee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject To the extent that any outstanding Options shall have become and remain vested and exercisable as provided in Sections 3 and 4 and subject to such reasonable administrative regulations as the Company Committee may from time to time adopthave adopted, the Stock Option such Options may be exercised exercised, in whole or in part, by the delivery of written notice to the Secretary of the Company setting forth in writing given at least 5 business days prior to the number date as of shares of Common Stock with respect to which the Stock Option is to be exercised, Grantee will so exercise the date of exercise thereof Options (the “Exercise Date”), specifying the number of whole Shares with respect to which the Options are being exercised (the “Exercise Shares”) which shall be at least three (3) days after giving and the aggregate Exercise Price for such notice unless an earlier time shall have been mutually agreed uponExercise Shares. On or before the Exercise Date, the Optionee Grantee (i) shall deliver to the Company consideration with a value equal to full payment for the total Option Price of the shares to be purchased, payable as follows: (a) Exercise Shares in United States dollars in cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable cash equivalents satisfactory to the Company, and in an amount equal to sell certain the product of the number of Exercise Shares, multiplied by the Exercise Price (such product, the “Aggregate Exercise Price”) and (ii) the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares and registered in the name of the Grantee. In lieu of tendering cash, the Grantee may tender shares of Common Stock purchased upon exercise of that have been owned by the Stock Option or to pledge such shares as collateral Grantee for a loan and promptly deliver to at least six months, having an aggregate Fair Market Value on the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Exercise Date equal to the number Aggregate Exercise Price or may deliver a combination of shares of restricted stock used as consideration therefor shall be subject to the same restrictions cash and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallhaving an aggregate Fair Market Value equal to the difference between the Aggregate Exercise Price and the amount of such cash as payment of the Aggregate Exercise Price, however, be subject to such rules and regulations as may be adopted by the condition thatCommittee to provide for the compliance of such payment procedure with applicable law, if at any time including Section 16(b) of the Exchange Act. The Company may require the Grantee to furnish or execute such other documents as the Company shall determine in its discretion that reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the listing, registration, or qualification requirements of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any Securities Act, applicable state or federal non-U.S. securities laws or any other law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. (a) Subject to such administrative regulations as the Company may from time to time adoptSection 3.02(b), the Stock Option Warrants may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exerciseda Holder in full or in part by delivering, the date of exercise thereof not later than 5:00 p.m., New York time, on any Business Day (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value Warrant Agent at its office: (i) the related Warrant Certificate, in the case of Warrants issued in certificated form; (ii) an election to purchase Common Stock in the form included in Exhibit A, duly filled in and signed by the Holder, and (ii) payment, for the account of the Company, of an amount equal to the total Option product of (1) the Exercise Price and (2) the number of the shares to Warrants being exercised by such Holder (including any fractional Warrant held by such Holder and included in such election). Such payment shall be purchased, payable as follows: (a) cash, check, made in United States dollars by certified or official bank draft, or money order check payable to the order of the CompanyCompany or by wire transfer of funds to an account designated by the Company for such purpose. In the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (i) and (ii) above through the relevant Agent Member in accordance with the procedures of the Depository. If any of the Warrant Certificate, the form of election to purchase Common Stock or the Exercise Price therefor is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. (b) if In the Companycase of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in its sole discretionaccordance with the terms thereof and of this Agreement, so consents in writing, Common Stock (including restricted stock) owned such Global Warrant shall be surrendered by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior Holder to the Exercise DateWarrant Agent, (c) if which shall cause an adjustment to be made to such Global Warrant so that the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Warrants represented thereby will be equal to the number of shares Warrants theretofore represented by such Global Warrant less the number of restricted stock used as consideration therefor Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (c) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be subject entitled, at the request of the Holder, to receive from the Company within a reasonable time, and in any event not exceeding five (5) Business Days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the same restrictions and provisions as number of Warrants theretofor represented by such Definitive Warrant less the restricted stock so tendered. Upon payment number of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock Warrants then being purchased to be delivered to the Optionee exercised. (or the person exercising the Optionee’s Stock Option in the event of his deathd) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as If a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval Warrant Certificate shall have been effected exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereofDepository, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeas applicable.

Manner of Exercise. Subject To the extent that the Options have become and remain exercisable as provided in sub-clauses b and c, and subject to such reasonable administrative regulations as the Company Compensation Committee may from time to time adopt, the Stock Option Options may be exercised exercised, by the delivery of written notice to the Company setting forth Compensation Committee, specifying the number of shares of Common Stock with respect to Exercise Shares and the date on which the Stock Option is Employee intends to be exercised, exercise the date of exercise thereof Options (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon). On or before the Exercise Date, the Optionee Employee shall deliver to the Company consideration with a value full payment for the Options being exercised in cash, or cash equivalent satisfactory to the Compensation Committee, and in an amount equal to the total Option Price aggregate purchase price for the Exercise Shares. The Compensation Committee may require The Employee to furnish or execute such other documents as the Compensation Committee reasonably deems necessary: To evidence such exercise and To comply with or satisfy the requirements of the shares to be purchasedSecurities Act of 1933, payable as followsamended, applicable state securities laws or any other law. No Rights as Stockholder: (a) cash, check, bank draft, The Employee will have no voting or money order payable to the order other rights as a stockholder of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior with respect to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the any shares of Common Stock purchased upon exercise of covered by the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for Options until the exercise of such Options and the issuance of a Stock Option, a number of certificate or certificates to him for such shares of Common Stock issued upon Stock. No adjustment will be made for dividends or other rights for which the exercise record date is prior to the issuance of such certificate or certificates. Freedom to transfer shares: The Company shall have the right of first refusal, if the employee proposes to sell/transfer all or any of their shares in the Company to a third party, the employee shall at the first instance offer such shares to the Founder on the same terms as offered by such third party and in the event of the Stock Option equal Founder not agreeing to purchase the number shares so offered within a period of 60 days, the employee shall be free to sell the shares of restricted stock used as consideration therefor to any third party. Any transfer to a third party shall be subject to the same above restrictions and provisions as the restricted stock so tenderedtransferee shall be required to execute a deed of adherence to this effect. Upon payment Tag Along Rights: If at any time during the subsistence of all amounts due from the Optioneethis Agreement, the Company shall either cause certificates for the Common Stock then being purchased Founder proposes to be delivered to the Optionee (sell/transfer all or the person exercising the Optionee’s Stock Option in the event any of his death) or cause the Common Stock then being purchased to be electronically registered shares in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection withthird party, the Stock Option or Founder shall also offer to allow the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable Employee to the Company. If the Optionee fails to pay for any of the Optioned Shares specified participate in such notice or fails to accept delivery thereof, then that portion of sale on a pro rata basis on the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by same terms as the OptioneeFounder.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option The Options may be exercised by the delivery of written notice which shall: a. State the election to exercise the Options and the number of shares and Option Price(s) in respect of which they are being exercised; b. Be signed by Executive or such other person or persons entitled to exercise the Options; c. Be in writing and delivered to SPX to the attention of its Secretary; d. Be accompanied by payment in full of the Option Price for the shares to be purchased and the Executive's copy of this Agreement. Payment may be made by: (i) certified or cashier's check, money order or other cash payment, or (ii) delivery (or deemed delivery by attestation) of Mature Common Stock with a fair market value as of the exercise date equal to the aggregate Option Price for the shares to be purchased (or a combination of (i) and (ii)). The fair market value of the Common Stock for this purpose shall be the closing price of a share of Common Stock as reported in the "NYSE-Composite Transactions" section of the Midwest Edition of The Wall Street Journal for the exercise date or, if no prices are quoted for such date, on the next preceding date on which such prices of Common Stock are so quoted; e. Be accompanied by payment in cash of any Federal, state or local taxes required by law to be withheld by the Company setting forth with respect to the number exercise of the Options, unless other satisfactory arrangements are made between the Company and the Executive to satisfy such withholding obligations, which arrangements may include the withholding of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a fair market value equal to the total Option Price minimum statutory payroll and withholding taxes imposed as a result of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned such exercise; and f. Contain representations by the Optionee on Executive or other person or persons entitled to exercise the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of Options that the shares of Common Stock purchased upon exercise are being acquired for investment and with no present intention of the Stock Option selling or to pledge such shares as collateral for a loan transferring them and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising acquiring them will not sell or otherwise transfer the Optionee’s Stock Option shares except in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any compliance with all applicable securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval laws and requirements of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.stock

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee (the “Exercise Notice”) setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon). On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his death), promptly after but shall not issue certificates for such Common Stock unless the Exercise DateParticipant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) of the Plan. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice within three (3) business days of the date in the Exercise Notice or fails to accept delivery thereof, then that portion the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Optionee’s Stock Option and right to purchase Participant in connection with such Optioned Shares may be forfeited by the OptioneeExercise Notice.

Manner of Exercise. Subject The Optionee (or other person entitled to such administrative regulations as exercise the Option) shall purchase shares of Common Stock subject hereto by the payment to the Company may from time of the Option Price in full. This Option is to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth stating the full number of shares of Common Stock with respect to which the Stock Option is to be exercisedpurchased and the time of delivery thereof, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) 15 days after the giving such of notice unless an earlier time date shall have been mutually agreed upon. On upon between Optionee (or other person entitled to exercise the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (aOption) cash, check, bank draft, or money order payable to the order of and the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge . At such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneetime, the Company shall either cause certificates for the Common Stock then being purchased to be delivered shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the person exercising Option), deliver at the Optionee’s Stock principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Price therefor in full for the event number of his death) shares to be delivered; provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law. Payment of the Option Price shall be made in cash either by a certified or cause official bank check. Notwithstanding the foregoing, provided that at the time of exercise the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death)is publicly traded, promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised payment in whole or in part unless such listingof the Option Price may be made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any liens, registrationclaims, qualificationencumbrances or security interests, consent, or approval based upon the Fair Market Value (as defined in the Plan) of the Common Stock on the date the Option is exercised. No shares of Common Stock shall be issued until full payment therefor has been made and any tax withholding obligations have been effected or obtained free of any conditions not reasonably acceptable to the Companysatisfied (in accordance with Section 10(d)). If the Optionee (or other persons entitled to exercise the Option) fails to accept a delivery of, or to pay for all or any part of the Optioned Shares number of shares specified in such notice upon tender or fails to accept delivery thereof, then the right to exercise the Option with respect to such undelivered shares shall be thereupon terminated. Notwithstanding the foregoing, provided that portion at the time of exercise the Common Stock is publicly traded, payment in whole or in part of the Optionee’s Stock Option and right to purchase such Optioned Shares Price may be forfeited made pursuant to a program developed under Regulation T as promulgated by the OptioneeFederal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

Manner of Exercise. Subject to such administrative regulations as the Company terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time adopt, after the Exercise Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock Option may be exercised by the delivery of written notice then vested pursuant to the Company setting forth definition of Vesting Date and available under this Option. Such exercise shall be effective only if the Grantee duly executes and delivers to CompuCredit, at the principal executive office of CompuCredit or at such other address as CompuCredit may designate by notice in writing to the Grantee, an option exercise form substantially the same as that attached hereto as Exhibit A, indicating the number of shares of Common Stock with respect to which the Stock Option is to be exercisedpurchased and accompanied by payment of the Option Price and any withholding amounts described below. Payment of the Option Price and any such withholding amounts may be made (i) in cash or its equivalent, (ii) by tendering previously acquired shares of Common Stock having a Fair Market Value, at the date time of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Dateexercise, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of (provided that the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned tendered shall have been held by the Optionee on Grantee for at least six months prior to their tender); or (iii) through a cashless exercise procedure, as permitted under the Exercise DateFederal Reserve Board’s Regulation T, valued at its fair market value on the Exercise Date, subject to applicable securities law restrictions and which the Optionee has not acquired from Committee determines to be consistent with the Company within six (6) months prior Plan’s purpose and applicable law. Upon any effective exercise of this Option, CompuCredit shall become obligated to issue a certificate or certificates to the Exercise Date, (c) if Grantee representing the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock so purchased. Notwithstanding the foregoing, no shares of Common Stock will be issued upon unless the exercise Grantee (or his representative as the case may be) shall pay to CompuCredit or any affiliate, as applicable, such amount as CompuCredit or any affiliate may advise it is required under applicable federal, state or local law to withhold and pay over to governmental taxing authorities by reason of the Stock Option equal to the number purchase of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, pursuant to this Option. No fractional shares will be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeissued.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock This Option may shall be exercised by the delivery of written notice delivering to the Company setting forth (or its authorized agent), during the period in which such Option is exercisable, (i) a notice, which may be electronic, of your intent to purchase a specific number of shares Shares pursuant to this Option (a “Notice of Common Stock with respect to which Exercise”), and (ii) full payment of the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price for such specific number of Shares. Payment may be made by any one or more of the shares to be purchased, payable as follows: following means: (a) cash, personal check, bank draft, or money order payable to the order of the Company, wire transfer; (b) if approved and permitted by the CompanyCommittee, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Shares owned by the Optionee you with a Fair Market Value on the Exercise Datedate of exercise equal to the Option Price, valued at its fair market value on the Exercise Datewhich such Shares must be fully paid, non-assessable, and which the Optionee has not acquired free and clear from the Company within six (6) months prior to the Exercise Date, all liens and encumbrances; (c) if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such Shares, together with, if required by the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the minimum statutory amount of sale federal, state, local or loan proceeds necessary to pay foreign withholding taxes payable by reason of such purchase price, and/or (d) in any other form exercise. A copy of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to such delivery instructions must also be delivered to the Optionee Company by you with the Notice of Exercise; or (or d) if approved and permitted by the person exercising Committee, with Restricted Shares owned by you with a Fair Market Value on the Optionee’s Stock date of exercise equal to the Option Price, in the event which case an equal number of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name Shares delivered on exercise of the person exercising Option will carry the Optionee’s Stock same restrictions as the Restricted Shares tendered to pay the exercise price. The exercise of the Option in shall become effective at the event time such a Notice of his deathExercise has been received by the Company, which must be before the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), promptly after the Exercise Dateunless an earlier date is provided herein. The obligation You shall not have any rights as a stockholder of the Company to deliver or register such shares of Common Stock shall, however, be subject with respect to the condition that, if at any time Shares deliverable upon exercise of this Option until ownership of such Shares is recorded in your name on the Company shall determine in its discretion that the listing, registration, or qualification books of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for Option is exercised as permitted herein by any person or persons other than you, such Notice of Exercise shall be accompanied by such documentation as Company may reasonably require, including without limitation, evidence of the Optioned Shares specified in authority of such notice person or fails persons to accept delivery thereof, then that portion of exercise the Optionee’s Stock Option and right evidence satisfactory to purchase such Optioned Shares may be forfeited Company (if required by the OptioneeCompany) that any death taxes payable with respect to such Shares have been paid or provided for.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) in cash, checkor (ii) subject to prior approval by the Committee in its discretion, bank draftby withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or money order payable (iv) subject to prior approval by the order Committee in its discretion, by a combination of the Company(i), and (bii) if the Companyabove. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, Common Stock (including restricted stock) owned without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and any other means which the Optionee has not acquired from Committee determines to be consistent with the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent Plan’s purpose and applicable law. A “cashless exercise” of an executed irrevocable option exercise form together with irrevocable instructions from Option is a procedure by which a broker provides the funds to the Optionee to a broker or dealereffect an Option exercise, reasonably acceptable to the Company, extent consented to sell certain by the Committee in its discretion. At the direction of the shares Optionee, the broker will either (i) sell all of Common Stock purchased the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Company Optionee (either directly or through the amount of sale or loan proceeds necessary to pay such purchase price, and/or (dCompany) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted a stock are tendered as consideration certificate for the exercise remaining Shares. As soon as practicable after receipt of a Stock Option, a number written notification of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneefull payment, the Company shall either deliver, or cause certificates for the Common Stock then being purchased to be delivered delivered, to the Optionee (or the person exercising on behalf of the Optionee’s Stock Option , in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising Optionee or other appropriate recipient, Share certificates for the Optionee’s Stock Option in number of Shares purchased under the event of his death), promptly after Option. Such delivery shall be effected for all purposes when the Exercise Date. The obligation Company or a stock transfer agent of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Optionee or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject The Optionee (or other person entitled to such administrative regulations as exercise the Option) shall purchase shares of Common Stock subject hereto by the payment to the Company may from time of the Option Price in full. This Option is to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth stating the full number of shares to be purchased and the time of delivery thereof, which shall be at least 15 days after the giving of notice unless an earlier date shall have been agreed upon between Optionee (or other person entitled to exercise the Option) and the Company. At such time, the Company shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the Option), deliver at the principal office of the Company, or at such other place as shall be mutually agreed upon, a certificate or certificates for such shares against payment of the Option Price therefor in full for the number of shares to be delivered; provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it to comply with reasonable diligence with any requirements of law. Payment of the Option Price shall be made in cash either by a certified or official bank check; provided, however, that during the 60-day period from and after a Change of Control the Optionee (unless the Optionee initiated a Change of Control in a capacity other than as an officer or director of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), shall have the right, in lieu of the payment of the full Option Price of the shares of the Common Stock being purchased under the Option, by forwarding written notice to the Company, to elect (within such 60-day period) to surrender all or part of the Option to the Company and to receive in cash an amount equal to the amount by which the fair market value per share of Common Stock on the date of exercise shall exceed the Option Price per share under the Option multiplied by the number of shares of Common Stock with respect granted under the Option as to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time right granted by this proviso shall have been mutually agreed uponexercised. On the Exercise Date, The written notice provided by the Optionee shall deliver specify the Optionee’s election to the Company consideration with a value equal purchase shares subject to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock this Option or to pledge such shares as collateral for a loan and promptly deliver to receive the Company cash payment herein provided. Notwithstanding the amount of sale or loan proceeds necessary to pay such purchase priceforegoing, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained of the Option Price may be made in unrestricted shares of Common Stock which are already owned by the Optionee free and clear of any conditions not reasonably acceptable to liens, claims, encumbrances or security interests, based upon the Companyfair market value (as defined in the Plan) of the Common Stock on the date the Option is exercised. No shares of Common Stock shall be issued until full payment therefor has been made. If the Optionee (or other persons entitled to exercise the Option) fails to accept a delivery of, or to pay for all or any part of the Optioned Shares number of shares specified in such notice upon tender or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase exercise the Option with respect to such Optioned Shares may undelivered shares shall be forfeited by the Optioneethereupon terminated.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise Date”) which shall be at least three the date that the Participant has delivered both the Exercise Notice and consideration to the Company with a value equal to the total Option Price of the shares to be purchased (3) days after giving such notice unless an earlier time shall have been mutually agreed uponplus any employment tax withholding or other tax payment due with respect to the exercise of the Stock Option). On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAXFAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. If the Participant fails to deliver the consideration described above within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his or her death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares Common Stock specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares Common Stock may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of written notice to the Company of (i) written notice setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the shares to be purchased, payable as follows: (a) cash, certified check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise DateRestricted Stock), valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Option, equal to the number of shares of restricted stock Restricted Stock used as consideration therefor therefor, shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tenderedsubmitted. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. (a) Subject to such administrative regulations as the Company may from time to time adoptterms hereof, the Stock Option option granted hereby may be exercised by delivering to the delivery Treasurer of the Company or his designee at any time prior to the Date of Expiration a written notice specifying the number of vested shares the Employee then desires to purchase. (b) The Employee shall deliver to the Treasurer of the Company setting forth or his designee a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the purchase price for such number of shares; or, certificates for Common Stock of the Company (provided such Common Stock has been held by the Employee for such period of time, if any, as is required by the Committee), valued at the Fair Market Value of such Common Stock on the date of exercise of this option or a combination of both, as payment of all or any portion of the option price for such number of shares. The check or, if applicable, the certificates, shall be accompanied by such other instruments or agreements duly signed by the Employee as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state securities laws, or any requirement of any national securities exchange on which such stock may be traded. As soon as practicable after any such exercise of the option in whole or in part by the Employee, the Company will deliver to the Employee a certificate for the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time option shall have been mutually agreed uponso exercised, issued in the Employee's name. On the Exercise Date, the Optionee Such stock certificate shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Datecarry such restrictive legend, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable such written instructions from the Optionee to a broker or dealer, reasonably acceptable shall be given to the Company's transfer agent, to sell certain as the Company may deem necessary or advisable for any purpose, including, without limitation, compliance with the requirements of the shares of Common Stock purchased upon exercise of the Stock Option Act or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneesecurities laws.

Manner of Exercise. Subject to such administrative regulations as (a) The Optionee may exercise this Stock Option only in the Company may following manner: from time to time adopton or prior to the Expiration Date of this Stock Option, the Stock Option Optionee may be exercised by the delivery of give written notice to the Administrator of his or her 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. A sample exercise notice is attached as Exhibit A. Payment of the purchase price for the Option Shares may be made by one or more of the following methods as permitted in the sole discretion of the Administrator: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company setting forth plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock with respect to which issuable upon exercise by the Stock Option is to be exercised, the date largest whole number of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration shares with a value equal to Fair Market Value that does not exceed the total Option Price aggregate exercise price; or (v) a combination of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Companyi), (bii), (iii) if the Company, in its sole discretion, so consents in writing, Common Stock and (including restricted stockiv) owned by above. Payment instruments will be received subject to collection. The transfer to the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to records of the Company or its designated of the transfer agent of an executed irrevocable option exercise form together with irrevocable instructions the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in 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 a broker or dealer, reasonably acceptable satisfy itself that the issuance of Stock to be purchased pursuant to the Company, to sell certain exercise of Stock Options under the Plan and any subsequent resale of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan will be in compliance with applicable laws and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionregulations. In the event that the Optionee chooses to pay the purchase price by previously-owned shares of restricted stock are tendered as consideration for Stock through the exercise of a Stock Optionattestation method, a the number of shares of Common Stock issued transferred to the Optionee upon the exercise of the Stock Option equal 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 Administrator 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 Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or 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. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of restricted stock used as consideration therefor shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly exercisable after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeExpiration Date hereof.

Manner of Exercise. Subject to such administrative regulations as (a) To the Company extent this Option is exercisable, it may from be exercised in the following manner: From time to time adoptprior to the Expiration Date, the Stock Option Optionee may be exercised by the delivery of give written notice to the Company setting forth of the Optionee’s election to purchase some or all of the Option Shares then vested hereunder. Said notice shall specify the number of shares to be purchased and shall be accompanied by payment therefor in cash or in shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise DateStock, valued at its their fair market value on the Exercise Datedate of exercise determined in good faith by the Board of Directors or a committee thereof. If Common Stock is publicly traded, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the CompanyCommittee, in its sole discretion, so consents may also permit you to pay the Option Price in writing, cash by delivery (including by FAX) delivering to the Company or its designated agent a copy of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the an amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable proceeds. No certificates for the shares so purchased shall be issued to the Optionee until the Company has completed all steps required by law or under the Articles of Incorporation of the Company to be taken in its sole discretion. In connection with the event that issuance and sale of the shares, including without limitation, if said shares have not been registered under the Securities Act of restricted stock are tendered 1933, as consideration for amended, receipt of a representation from the Optionee upon each exercise of this Option that he is purchasing the shares for his own account and not with a Stock Optionview to any resale or distribution thereof, legending of any certificate representing said shares, and the imposition of a number stop transfer order with respect thereto to prevent a resale or distribution in violation of shares of Common Stock issued Federal or State securities law. If requested upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall this Option, certificates may be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option issued in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the Optionee jointly with another person exercising the Optionee’s Stock Option with rights of survivorship or in the event name of the executor or administrator of his death)estate, promptly after and the Exercise Date. The foregoing representations shall be modified accordingly. (b) It shall be a condition to the Company’s obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon exercise of any securities exchange or inter-dealer quotation system or under any state or federal lawportion of this Option that the Optionee pay, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable make provisions satisfactory to the Company. If , for the Optionee fails payment of any taxes which the Company or any subsidiary is obligated to pay for any of withhold or collect with respect to such exercise or otherwise with respect to the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeOption.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option Holder (or, in the event of Option Holder’s death or disability, the Option Holder’s attorney-in-fact, estate or heirs, as the case may be exercised by be) shall, in order to exercise the delivery of written notice Option, deliver to the Company setting forth an executed exercise agreement, on a form provided by the Committee. If someone other than the Option Holder exercises the Option, then such person must also submit documentation reasonably acceptable to the Committee verifying that such person has the legal right to exercise the Option. The exercise agreement must state the number of shares that the Option Holder will purchase and must be accompanied by full payment of Common Stock with respect the Option Exercise Price and applicable tax withholding. In the discretion of the Committee, payment of the Option Exercise Price and applicable tax withholding shall be made in the form of a “net exercise” (pursuant to which the Stock Company, or its authorized delegate, withholds from the shares that would otherwise be issued upon exercise of the Option is to be exercised, the date that number of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration shares with a value Fair Market Value equal to the total Option Exercise Price of the shares and necessary to be purchasedsatisfy applicable tax withholding), payable as follows: (a) cash, a “sell-to-cover” or “cashless exercise” transaction through a broker-dealer (subject to the conditions set forth in the Plan), wire transfer, certified check, or bank draft, or money order payable any other method that is not inconsistent with the Plan, and additionally, the Committee may permit payment of the Option Exercise Price (but not the applicable tax withholding) to be made through the delivery of unrestricted shares having a Fair Market Value equal to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Option Exercise Price and owned by the Optionee on the Exercise Date, valued Option Holder for a period of at its fair market value on the Exercise Date, and which the Optionee has not acquired from least 6 months (or such shorter or longer period of time as is necessary for the Company within six (6) months prior to avoid a charge to earnings on its financial statements). For purposes of this Section 7, the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain “Fair Market Value” of the shares of the Company’s Common Stock shall be the sales price for such shares on the NASDAQ National Market at the time of sale on the date of exercise. Except to the extent otherwise authorized by the Committee, a stock certificate representing the shares purchased upon exercise of the Stock Option or will not be issued, and the Option Holder will not have the rights of a shareholder with respect to pledge such shares as collateral for a loan and promptly deliver to until the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise receives full payment of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions Exercise Price and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeapplicable tax withholding.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) cash, check, bank draftin cash or its equivalent, or money order payable (ii) subject to prior approval by the order of the Company, (b) if the Company, Committee in its sole discretion, so consents in writing, by tendering previously acquired shares of Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its having an aggregate fair market value on at the Exercise Date, and time of exercise equal to the total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Optionee has not acquired from the Company within Grantee for at least six (6) months prior to their tender to satisfy the Exercise DateOption Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (cii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the CompanyCompany to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by delivery (including any other means which the Committee determines to be consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by FAX) which a broker provides the funds to the Company or its designated agent of Grantee to effect an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealerOption exercise, reasonably acceptable to the Companyextent consented to by the Committee in its discretion. At the direction of the Grantee, to the broker will either (i) sell certain all of the shares of Common Stock purchased received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Company Grantee (either directly or through the amount Company) a stock certificate for the remaining shares of sale or loan proceeds necessary Common Stock. Dispositions to pay such purchase price, and/or (d) in any other a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. In no event will the Committee allow the Option Price to be paid with a form of valid consideration, including a loan or a “cashless exercise,” if such form of consideration that is acceptable to would violate the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in its sole discretion. In the event that shares name of restricted stock are tendered as consideration the Grantee or other appropriate recipient, share certificates for the exercise of a Stock Option, a number of shares of Common Stock issued upon purchased under the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor Option. Such delivery shall be subject to effected for all purposes when the same restrictions and provisions as the restricted Company or a stock so tendered. Upon payment transfer agent of all amounts due from the Optionee, the Company shall either cause have deposited such certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) United States mail, addressed to Grantee or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptThe Option, the Stock Option or any exercisable portion thereof, may be exercised by the delivery of written notice (hard copy, fax or e-mail, as appropriate) to the Company setting forth Secretary or to the number Company’s Securities Administrator of all of the following: (a) A written notice, complying with the applicable procedures established by the Committee or the Company, stating that the Option or portion is thereby exercised; the notice shall be signed by the Employee or the other person then entitled to exercise the Option, or alternatively, if the option exercise is executed through the Company’s designated broker (including execution of stock option exercise electronically through the Web site of the Company’s designated broker), then such notice shall not be required; and (b) Full payment for the shares of Common Stock with respect to which the Stock Option option or portion thereof is to exercised. Payment may be exercised, the date of exercise thereof made (the “Exercise Date”i) which shall be at least three in cash (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, or by certified or bank cashier’s check, bank draft), or money order payable (ii) by actual or constructive delivery to the order of the Company, (b) if the Company, in its sole discretionaccordance with the procedures established by the Company, so consents in writing, of Company Common Stock (including restricted stock) then owned by the Optionee on the Exercise Date, valued at its Employee with a fair market value on the Exercise Date, and date the option is exercised equal to the aggregate exercise purchase price of the shares with respect to which the Optionee has not acquired from option or portion thereof is exercised, or (iii) by a combination of cash and surrender of stock in the Company within six manner herein specified, or (6iv) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealerbroker, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the amount of the sale or the loan proceeds necessary to pay the option price; or (v) by instructing the Company to withhold a number of such purchase price, and/or shares having a Fair Market Value on the date of the exercise equal to the aggregate exercise price of such Option; and (dc) in any other form of valid consideration that is acceptable Full payment to the Company of any federal, state, local or foreign taxes required to be withheld in its sole discretionconnection with the exercise. In Payment may be made (i) in cash (or by certified or bank cashier’s check), or (ii) by actual or constructive delivery to the event that shares Company, in accordance with the procedures established by the Company, of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Company Common Stock issued upon then owned by the exercise of Employee with a fair market value on the Stock Option date the option is exercised equal to the number tax liability with respect to which the option or portion thereof is exercised, or (iii) by a combination of shares cash and surrender of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registrationmanner herein specified, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law(iv) irrevocable instructions to a broker, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If , to deliver promptly to the Optionee fails Company the amount of the sale or the loan proceeds necessary to pay for any the tax liability; or (v) by instructing the Company to withhold a number of such shares having a Fair Market Value on the date of the Optioned Shares specified exercise equal to the tax liability; (and provided that in such notice any event Employee is responsible for the payment of any and all applicable taxes related to this stock option grant and any exercise of stock options hereunder); and (d) In the event the Option or fails to accept delivery thereofportion thereof shall be exercised by any person or persons other than the Employee, then that portion appropriate proof of the Optionee’s Stock Option and right of such person or persons to purchase such Optioned Shares may be forfeited by exercise the OptioneeOption.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject The Option will be considered exercised (as to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares Option Shares specified in the notice referred to in Section 4(a) below) on the latest of Common Stock with respect (i) the date of exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so designated is not a Business Day, the first Business Day following such date or (iii) the earliest Business Day by which the Stock Option is to be exercisedCompany has received all of the following: (a) A properly executed written exercise notice, in the form attached hereto as Exhibit B or such other form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise thereof (and the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total number of Option Price of the shares Shares to be purchased, payable as follows: ; (ab) Payment of the Exercise Price for each Option Share to be purchased in any (or a combination) of the following forms: (i) cash, , (ii) certified check, bank draftcashier’s check or other check acceptable to the Company, or money order payable to the order of the Company, , (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAXiii) to the Company or its designated agent extent permitted by applicable law, the delivery of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the amount of sale or loan proceeds necessary required to pay the Exercise Price (and, if applicable the Required Withholding Amount, as described in Section 5 below), provided that the full amount of such purchase pricepayment is received by the Company, (iv) delivery to the Company of (A) certificates duly endorsed for transfer to the Company representing shares of a publicly traded series of Common Stock, and/or (dB) irrevocable instructions to the Company’s stock transfer agent to transfer to the Company shares of a publicly traded series of Common Stock held in the Direct Registration System for the benefit of Grantee or (C) evidence of transfer to the Company of shares of a publicly traded series of Common Stock held in book-entry form through The Depository Trust Company for the benefit of Grantee (in each case, which shares will be valued for this purpose at their Fair Market Value on the date of exercise), provided that the shares so delivered or transferred or as to which such transfer instructions are delivered have been held by the Grantee for more than six months or such other period as the Committee may specify, and/or (v) any other form of valid consideration that is acceptable to payment contemplated by the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock OptionPlan, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee Committee may permit; and (or the person exercising the Optionee’s Stock Option in the event of his deathc) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion Any other documentation that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option Committee may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneerequire.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercisedexercised (subject to Section 5), the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, by delivery of Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (d) by net share settlement of the Stock Option, whereby a number of shares of Common Stock that are equal in value to the aggregate exercise price and that would otherwise be issued upon exercise of the Stock Option are withheld by the Company; and/or (de) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject to the terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time after the Exercise Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested under Paragraph 1(c) and available under this Option. Such exercise shall be effective only if the Grantee duly executes and delivers to the Company, at the principal executive office of the Company or at such administrative regulations other address as the Company may from time to time adopt, the Stock Option may be exercised designate by the delivery of written notice in writing to the Company setting forth Grantee, an option exercise form substantially the same as that attached hereto as Exhibit A, indicating the number of shares of Common Stock with respect to which the Stock Option is to be exercised, purchased and accompanied by payment of the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price and any withholding amounts described below. Payment of the shares to Option Price and any such withholding amounts may be purchased, payable as follows: made (ai) cash, in cash or by the Grantee's personal check, a certified check, a bank draft, or a postal or express money order payable to the order of the CompanyCompany in lawful money of the United States or in any combination of the foregoing, or (bii) if by delivery of mature shares of Common Stock, the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by Fair Value of which is equal to the Optionee on Option Price as of the Exercise Date. Upon any effective exercise of this Option, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior shall become obligated to issue a certificate or certificates to the Exercise Date, (c) if Grantee representing the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock so purchased. Notwithstanding the foregoing, no shares of Common Stock will be issued upon unless the exercise Grantee (or his representative as the case may be) shall pay to the Company or any affiliate, as applicable, such amount as the Company or any affiliate may advise it is required under applicable federal, state or local law to withhold and pay over to governmental taxing authorities by reason of the Stock Option equal to the number purchase of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, pursuant to this Option. No fractional shares will be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeissued.

Manner of Exercise. Subject (a) Each exercise of this Option shall be by means of a written notice of exercise delivered to such administrative regulations as the Company may from time to time adoptCompany. Such notice shall identify the Options being exercised. When applicable, the Stock notice shall also specify the number of Mature Shares (as defined in the Plan) that the Option may Holder plans to deliver in payment of all or part of the exercise price. Before shares will be issued, the full purchase price of the shares subject to the Options being exercised by the delivery of written notice shall be paid to the Company setting forth using the number of shares of Common Stock with respect to which the Stock Option is to be exercisedfollowing methods, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsindividually or in combination: (ai) cash, check, bank draft, or money order by check payable to the order of the Company in an amount equal to the purchase price, (ii) by Constructive or Actual Delivery (as defined in the Plan) of Mature Shares with a fair market value as of the close of business on the date of exercise equal to or greater than the purchase price, (iii) by electronic transfer of funds to an account of the Company, or (iv) by other means acceptable to the Committee. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than fifty (50) shares or the total number of shares then eligible for exercise, if less than fifty (50) shares, unless the Option/SAR is scheduled to expire within six months of the date of the exercise. (b) if Each exercise of the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned SAR shall be by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent means of an executed irrevocable option a written notice of exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable delivered to the Company, to sell certain specifying whether the Option Holder is surrendering all or a portion of the shares of Common Stock purchased upon exercise Option and, if only a portion of the Stock Option or is being surrendered, how many shares are included in such portion (to pledge such shares as collateral for a loan and promptly deliver the extent determinable by the Option Holder). Upon satisfaction of the Option Holder’s obligation to pay the Company the amount of all taxes that the Company is required to withhold in connection with such exercise as specified in Section 7 below, the Company shall issue to the Option Holder a number of shares of the Company’s common stock computed in accordance with Section 1(b) and the Option and the SAR (or the surrendered portions thereof) shall be deemed extinguished. The SAR may only be settled in shares of the Company’s common stock and not by payment of cash to the Option Holder. Any fractional share that would otherwise result from an exercise of the SAR shall be rounded down to the nearest whole share. (c) The date of exercise shall be: (i) in the case of a broker-assisted cashless exercise, the earlier of (A) the trade date of the related sale of stock, or loan proceeds necessary to pay such (B) the date that the Company receives the purchase price; (ii) in the case of a Restorative Option (as defined in the Plan) or SAR, and/or the date that the Company receives written notice of exercise; or (iii) in all other cases, the date that the Company receives the purchase price. (d) This Option and SAR may be exercised (i) during the lifetime of the Option Holder only by the Option Holder or the Option Holder’s Representative (as defined in the Plan); and (ii) after the Option Holder’s death, by the Representative of the Option Holder’s estate or his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any other form community property interest therein of valid consideration that is acceptable the spouse of the Option Holder, or such spouse’s successors in interest. If the spouse of the Option Holder shall have acquired a community property interest in this Option and the SAR, the Option Holder, or the Option Holder’s permitted successors in interest, may exercise the Option and the SAR on behalf of the spouse of the Option Holder or such spouse’s successors in interest. (e) Except as provided in Section 14 below with respect to the Company coupling of a SAR to a Restorative Option, in its sole discretionthe event the Option (or any portion thereof) is exercised, then the SAR (or the corresponding portion) shall terminate. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock OptionSAR (or any portion thereof) is exercised, a number of shares of Common Stock issued upon then the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his deathcorresponding portion) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneelikewise terminate.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of written notice to the Company of (i) written notice setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the shares to be purchased, payable as follows: (a) cash, certified check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise DateRestricted Stock), valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase priceOption Exercise Price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Option, equal to the number of shares of restricted stock Restricted Stock used as consideration therefor therefor, shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tenderedsubmitted. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to having the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions retain from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased otherwise issuable upon exercise of the Stock Option or a number of shares of Common Stock having a value (determined pursuant to pledge such shares as collateral for a loan and promptly deliver rules established by the Company in its discretion) equal to the Company total Option Price of the amount of sale or loan proceeds necessary shares to pay such purchase price, be purchased (a “net exercise”); and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or such person as designated in writing by the name personal representative of the person exercising the OptioneeParticipant’s Stock Option estate in the event of his the Participant’s death), ) promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If Subject to Section 8, below, if the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (d) by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (de) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death), ) promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time adoptafter the Exercise Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested under Paragraph 1(d) and available under this Option. Such exercise shall be effective only if the Grantee duly executes and delivers to NBG, at the principal executive office of NBG or at such other address as NBG may designate by notice in writing to the Grantee, an option exercise form substantially the same as that attached hereto as Exhibit A, indicating the number of shares of --------- Common Stock to be purchased and accompanied by payment of the Option Price and any withholding amounts described below. Payment of the Option Price and any such withholding amounts may be made (i) in cash or by the Grantee's personal check, a certified check, a bank draft, or a postal or express money order payable to the order of NBG in lawful money of the United States or in any combination of the foregoing, or (ii) by delivery of mature shares of Common Stock, the Stock Option may be exercised by the delivery Fair Value of written notice which is equal to the Company setting forth Option Price as of the Exercise Date. Upon any effective exercise of this Option, NBG shall become obligated to issue a certificate or certificates to the Grantee representing the number of shares of Common Stock with respect to which so purchased. Notwithstanding the Stock Option is to be exercisedforegoing, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the no shares of Common Stock purchased upon exercise will be issued unless the Grantee (or his representative as the case may be) shall pay to NBG or any affiliate, as applicable, such amount as NBG or any affiliate may advise it is required under applicable federal, state or local law to withhold and pay over to governmental taxing authorities by reason of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount purchase of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, pursuant to this Option. No fractional shares will be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeissued.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee (the “Exercise Notice”) setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall ), and whether the Optioned Shares to be at least three (3) days after giving such notice unless exercised will be considered as deemed granted under an earlier time shall have been mutually agreed uponIncentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his death), promptly after but shall not issue certificates for such Common Stock unless the Exercise DateParticipant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) of the Plan. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice within three (3) business days of the date in the Exercise Notice or fails to accept delivery thereof, then that portion the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Optionee’s Stock Option and right to purchase Participant in connection with such Optioned Shares may be forfeited by the OptioneeExercise Notice.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptThe Option, the Stock Option or any exercisable portion thereof, may be exercised by the delivery of written notice (hard copy, fax or e-mail, as appropriate) to the Company setting forth Secretary or to the number Company’s Securities Administrator of all of the following: (a) A written notice, complying with the applicable procedures established by the Committee or the Company, stating that the Option or portion is thereby exercised; the notice shall be signed by the Employee or the other person then entitled to exercise the Option, or alternatively, if the option exercise is executed through the Company’s designated broker (including execution of stock option exercise electronically through the Web site of the Company’s designated broker), then such notice shall not be required; and (b) Full payment for the shares of Common Stock with respect to which the Stock Option option or portion thereof is to exercised. Payment may be exercised, the date of exercise thereof made (the “Exercise Date”i) which shall be at least three in cash (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, or by certified or bank cashier’s check, bank draft), or money order payable (ii) by actual or constructive delivery to the order of the Company, (b) if the Company, in its sole discretionaccordance with the procedures established by the Company, so consents in writing, of Company Common Stock (including restricted stock) then owned by the Optionee on the Exercise Date, valued at its Employee with a fair market value on the Exercise Date, and date the option is exercised equal to the aggregate exercise purchase price of the shares with respect to which the Optionee has not acquired from option or portion thereof is exercised, or (iii) by a combination of cash and surrender of stock in the Company within six manner herein specified, or (6iv) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealerbroker, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the amount of the sale or the loan proceeds necessary to pay the option price; or (v) by instructing the Company to withhold a number of such purchase price, and/or shares having a Fair Market Value on the date of the exercise equal to the aggregate exercise price of such Option; and (dc) in any other form of valid consideration that is acceptable Full payment to the Company of any federal, state, local or foreign taxes required to be withheld in its sole discretionconnection with the exercise. In Payment may be made (i) in cash (or by certified or bank cashier’s check), or (ii) by actual or constructive delivery to the event that shares Company, in accordance with the procedures established by the Company, of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Company Common Stock issued upon then owned by the exercise of Employee with a fair market value on the Stock Option date the option is exercised equal to the number tax liability with respect to which the option or portion thereof is exercised, or (iii) by a combination of shares cash and surrender of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registrationmanner herein specified, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law(iv) irrevocable instructions to a broker, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If , to deliver promptly to the Optionee fails Company the amount of the sale or the loan proceeds necessary to pay for any the tax liability; or (v) by instructing the Company to withhold a number of such shares having a Fair Market Value on the date of the Optioned Shares specified exercise equal to the tax liability (and provided that in such notice any event Employee is responsible for the payment of any and all applicable taxes related to this stock option grant and any exercise of stock options hereunder); and (d) In the event the Option or fails to accept delivery thereofportion thereof shall be exercised by any person or persons other than the Employee, then that portion appropriate proof of the Optionee’s Stock Option and right of such person or persons to purchase such Optioned Shares may be forfeited by exercise the OptioneeOption.

Manner of Exercise. (a) Subject to such administrative regulations as the Company may from time to time adoptSections 3.02(b) and 3.03, the Stock Option Warrants may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exerciseda Holder in full or in part by delivering, the date of exercise thereof not later than 5:00 P.M., New York time, on any Business Day (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value Warrant Agent at its office: (i) the related Warrant Certificate, in the case of Warrants issued in certificated form; (ii) an election to purchase Common Stock in the form included in Exhibit A, duly completed and signed by the Holder; and (iii) payment, for the account of the Company, of an amount equal to the total Option product of (1) the Exercise Price and (2) the number of the shares to Warrants being exercised by such Holder. Such payment shall be purchased, payable as follows: (a) cash, check, made in United States dollars by certified or official bank draft, or money order check payable to the order of the CompanyCompany or by wire transfer of funds to an account designated by the Company for such purpose. In the case of a Participant Book-Entry Warrant, Depository Book-Entry Warrant or a Global Warrant, any Person with a beneficial interest in such Warrants shall effect compliance with the requirements in clauses (i), (ii) and (iii) above through the relevant Participant in accordance with the procedures of the Depositary. If any of the Warrant Certificate, the form of election to purchase Common Stock or the Exercise Price therefor is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. (b) if In the Companycase of a Book-Entry Warrant, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has whenever some but not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain all of the shares Warrants represented by such Book-Entry Warrant are exercised in accordance with the terms thereof and of Common Stock purchased upon exercise of this Agreement, the Stock Option or to pledge Warrant Agent shall adjust the entry for such shares as collateral for a loan and promptly deliver to Warrant in the Company Book-Entry System so that the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Warrants represented thereby will be equal to the number of shares Warrants theretofore represented by such Book-Entry Warrant less the number of restricted stock used Warrants then exercised. If a Book-Entry Warrant is exercised in full, the Warrant Agent shall reflect such Warrant in the Book-Entry system as consideration therefor such and as cancelled. (c) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, such Global Warrant shall be subject surrendered by the Holder to the same restrictions Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (d) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and provisions as of this Agreement, the restricted stock so tendered. Upon payment Holder shall be entitled, at the request of all amounts due the Holder, to receive from the OptioneeCompany within a reasonable time, the Company shall either cause certificates and in any event not exceeding five (5) Business Days, a new Definitive Warrant in substantially identical form for the Common Stock then being purchased to be delivered number of Warrants equal to the Optionee number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then exercised. (or the person exercising the Optionee’s Stock Option in the event of his deathe) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as If a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval Warrant Certificate shall have been effected exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereofDepositary, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeas applicable.

Manner of Exercise. Subject to such administrative regulations as (a) The Optionee may exercise this Stock Option only in the Company may following manner: from time to time adopton or prior to the Expiration Date of this Stock Option, the Stock Option Optionee may be exercised by the delivery of give written notice to the Administrator of his or her 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. A sample exercise notice is attached as Exhibit A. Payment of the purchase price for the Option Shares may be made by one or more of the following methods as permitted in the sole discretion of the Administrator: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company setting forth plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock with respect to which issuable upon exercise by the Stock Option is to be exercised, the date largest whole number of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration shares with a value equal to Fair Market Value that does not exceed the total Option Price aggregate exercise price; or (v) a combination of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Companyi), (bii), (iii) if the Company, in its sole discretion, so consents in writing, Common Stock and (including restricted stockiv) owned by above. Payment instruments will be received subject to collection. The transfer to the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to records of the Company or its designated of the transfer agent of an executed irrevocable option exercise form together with irrevocable instructions the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in 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 a broker or dealer, reasonably acceptable satisfy itself that the issuance of Stock to be purchased pursuant to the Company, to sell certain exercise of Stock Options under the Plan and any subsequent resale of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan will be in ​ compliance with applicable laws and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionregulations. In the event that the Optionee chooses to pay the purchase price by previously-owned shares of restricted stock are tendered as consideration for Stock through the exercise of a Stock Optionattestation method, a the number of shares of Common Stock issued transferred to the Optionee upon the exercise of the Stock Option equal 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 Administrator 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 Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or 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. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of restricted stock used as consideration therefor shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly exercisable after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeExpiration Date hereof.

Manner of Exercise. Subject The Option, or any exercisable portion thereof, may be exercised solely by delivery to such administrative regulations the Stock Option Administrator or an agent of the Stock Option Administrator, as designated by the Company may Committee from time to time, of all of the following prior to the time adopt, when the Stock Option may be exercised or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the delivery of written Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and (i) payment in cash or in cash equivalents equal to the Company setting forth product of the per share exercise price times the number of shares of Common Stock with respect to which the Stock Option option or portion is being exercised (the “Aggregate Exercise Price”); (ii) to the extent permitted by applicable law and agreed to by the Committee in its sole and absolute discretion, through the tender to Catalyst of shares of Common Stock, which shares shall be exercisedvalued, for purposes of determining the extent to which the Exercise Price has been paid thereby, at their Fair Market Value on the date of exercise; (iii) to the extent permitted by applicable law and agreed to by the Committee in its sole and absolute discretion, by delivering a written direction to Catalyst that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise thereof of the Option are delivered to Catalyst by a broker upon receipt of stock certificates from Catalyst) or a “cashless” exercise/loan procedure (pursuant to which the “Exercise Date”participants would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to Catalyst whereby the stock certificate or certificates for the shares of Common Stock for which shall the Option is exercised will be at least three (3) days after giving delivered to such notice unless an earlier time shall have been mutually agreed upon. On broker as the Exercise Date, agent for the Optionee shall individual exercising the Option and the broker will deliver to the Company consideration with a value Catalyst cash (or cash equivalents acceptable to Catalyst) equal to the total Option Price purchase price for the shares of Common Stock purchased pursuant to the exercise of the shares to be purchased, payable as follows: Option plus the amount (aif any) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Companyfederal and other taxes that Catalyst may, in its judgment, be required to withhold with respect to the exercise of the Option; (iv) to the extent permitted by applicable law and agreed to by the Committee in its sole and absolute discretion, so consents by the delivery of a promissory note of the participant to Catalyst on such terms as the Committee shall specify in writingits sole and absolute discretion; or (v) by a combination of the methods described in clauses (i), Common Stock (including restricted stockii), (iii) owned and (iv). (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee on or other person then entitled to exercise such Option or portion, stating that the Exercise Dateshares of Common Stock are being acquired for his own account, valued at its fair market value on for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Exercise DateSecurities Act and then applicable rules and regulations thereunder, and which that the Optionee has not acquired or other person then entitled to exercise such Option or portion will indemnify Catalyst against and hold it free and harmless from the Company within six (6) months prior any loss, damage, expense or liability resulting to the Exercise Date, (c) Catalyst if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company any sale or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain distribution of the shares of Common Stock purchased upon exercise 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 Stock Option or foregoing, the Committee may require an opinion of counsel acceptable to pledge such shares as collateral for a loan and promptly deliver it to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in effect that any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number subsequent transfer of shares of 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 upon the on exercise of the Stock this Option equal shall bear an appropriate legend referring to the number provisions of shares of restricted stock used as consideration therefor shall be subject this subsection (c) and the agreements herein. The written representation and agreement referred to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event first sentence of his deaththis subsection (c) or cause shall, however, not be required if the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallto be issued pursuant to such exercise have been registered under the Securities Act, howeverand such registration is then effective in respect of such shares; and (d) Full payment to Catalyst (or other employer corporation) of all amounts which, be subject under federal, state or local tax law, it is required to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification withhold upon exercise of the Stock Option; and (e) In the event the Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not portion thereof shall be exercised in whole pursuant to Section 4.1 by any person or in part unless such listingpersons other than the Optionee, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any appropriate proof of the Optioned Shares specified in right of such notice person or fails persons to accept delivery thereof, then that portion of exercise the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeOption.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may A. The option can be exercised only by Employee or other proper party within the delivery of option period delivering written notice to the Company setting forth at its principal office in Minneapolis, Minnesota, stating the number of shares as to which the option is being exercised and, except as provided in Section 4. C., accompanied by payment-in-full of the option price for all shares designated in the notice. B. The Employee may, at Employee’s election, pay the option price either by check (bank check, certified check, or personal check) or by delivering to the Company for cancellation shares of Common Stock with respect to of the Company which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned held by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has Employee for not acquired from the Company within less than six (6) months prior with a fair market value equal to the Exercise Dateoption price. For these purposes, the fair market value of the Company’s Common Stock shall be the closing price of the Common Stock on the date of exercise on the New York Stock Exchange (cthe “NYSE”) or on the principal national securities exchange on which such shares are traded if the shares are not then traded on the NYSE. If there is not a quotation available for such day, then the closing price on the next preceding day for which such a quotation exists shall be determinative of fair market value. If the shares are not then traded on an exchange, the fair market value shall be the average of the closing bid and asked prices of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System. If the Common Stock is not then traded on NASDAQ or on an exchange, then the fair market value shall be determined in such manner as the Company shall deem reasonable. C. The Employee may, with the consent of the Company, in its sole discretion, so consents in writing, pay the option price by delivery (including by FAX) to arranging for the Company immediate sale of some or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain all of the shares of Common Stock purchased issued upon exercise of the Stock Option or to pledge such shares as collateral for option by a loan securities dealer and promptly deliver the payment to the Company by the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise securities dealer of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeoption exercise price.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Grantee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) cash, check, bank draftin cash or its equivalent, or money order payable (ii) subject to prior approval by the order of the Company, (b) if the Company, Committee in its sole discretion, so consents in writing, by tendering previously acquired shares of Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its having an aggregate fair market value on at the Exercise Date, and time of exercise equal to the total Option Price (provided that the shares of Common Stock which are tendered must have been held by the Optionee has not acquired from the Company within Grantee for at least six (6) months prior to their tender to satisfy the Exercise DateOption Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding shares of Common Stock which otherwise would be acquired on exercise having an aggregate fair market value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (cii), and (iii) above. Any payment in shares of Common Stock shall be effected by the surrender of such shares to the Company in good form for transfer and shall be valued at their fair market value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, shares of Common Stock in payment of the Option Price if such action would cause the CompanyCompany to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of shares of Common Stock (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by delivery (including any other means which the Committee determines to be consistent with the Agreement’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by FAX) which a broker provides the funds to the Company or its designated agent of Grantee to effect an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealerOption exercise, reasonably acceptable to the Companyextent consented to by the Committee in its discretion. At the direction of the Grantee, to the broker will either (i) sell certain all of the shares of Common Stock purchased received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the shares of Common Stock received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Company Grantee (either directly or through the amount Company) a stock certificate for the remaining shares of sale or loan proceeds necessary Common Stock. Dispositions to pay such purchase price, and/or (d) in any other a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act. In no event will the Committee allow the Option Price to be paid with a form of valid consideration, including a loan or a “cashless exercise,” if such form of consideration that is acceptable to would violate the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as determined by the Committee in its discretion. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in its sole discretion. In the event that shares name of restricted stock are tendered as consideration the Grantee or other appropriate recipient, share certificates for the exercise of a Stock Option, a number of shares of Common Stock issued upon purchased under the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor Option. Such delivery shall be subject to effected for all purposes when the same restrictions and provisions as the restricted Company or a stock so tendered. Upon payment transfer agent of all amounts due from the Optionee, the Company shall either cause have deposited such certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) United States mail, addressed to Grantee or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Grantee fails to pay for any of the Optioned Shares shares of Common Stock specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares shares of Common Stock may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptterms and conditions of this Agreement, the Stock Option may this option shall be exercised in whole or in part by the delivery of written notice delivering to the Company setting forth at its principal place of business a written notice, signed by the person entitled to exercise the option, of the election to exercise the option and stating the number of shares of Common Stock with respect to which the Stock Option is to be exercisedpurchased. Such notice shall, as an essential part, be accompanied by the date payment of the full option exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price price of the shares then to be purchased, payable except as follows: provided below. Payment of the full option exercise price may be made, at the election of the Participant, in (a) cash, check, bank draft, or money order payable to the order (b) common stock of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, or (c) if any combination of cash or common stock of the Company, in its sole discretion, . A Participant using common stock of the Company to pay the purchase price of shares being purchased may do so consents in writing, either by actual delivery (including of share certificate(s) for such common stock or by FAX) attesting as to the Company or its designated agent ownership of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain such common stock. Shares of common stock used in payment of the shares purchase price shall be valued at their closing price on the New York Stock Exchange on the trading day immediately preceding the date of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary exercise. The Participant may elect to pay such the purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for price upon the exercise of this option by authorizing a Stock Option, third party to sell all the shares (or a number sufficient portion of shares of Common Stock issued the shares) acquired upon the exercise of the Stock Option equal option and to remit to the number Company a sufficient portion of shares of restricted stock used as consideration therefor shall be subject the sale proceeds to pay the same restrictions entire purchase price and provisions as the restricted stock so tenderedany tax withholding resulting from such exercise. Upon payment the proper exercise of all amounts due from the Optioneethis option, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option issue in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in option, and deliver to such person, a certificate or certificates for the event of his death)shares purchased, promptly after the Exercise Date. The obligation of provided that if any applicable law or regulation requires the Company to deliver or register such shares of Common Stock shall, however, be subject take any action with respect to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept before the issuance of such shares, the date of delivery thereof, then that portion of the Optionee’s Stock Option and right shares shall be extended for the period necessary to purchase take such Optioned Shares may be forfeited action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or otherwise in respect of any of the option shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to pay in cash, within the time period specified by the OptioneeCompany, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company deems appropriate.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Committee or designated Company representative setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as followsto the Company in full in either: (ai) cash, check, bank draftin cash or its equivalent, or money order payable (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the order of total Option Price (provided that the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned Shares which are tendered must have been held by the Optionee on the Exercise Date, valued Participant for at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within least six (6) months prior to their tender to satisfy the Exercise DateOption Price), or (iii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (cii), and (iii) above. Any payment in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Participant shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the CompanyCompany to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes. The Committee, in its sole discretion, so consents in writingalso may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a "cashless exercise" with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by delivery (including any other means which the Committee determines to be consistent with the Plan's purpose and applicable law. A "cashless exercise" of an Option is a procedure by FAX) which a broker provides the funds to the Company or its designated agent of Participant to effect an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealerOption exercise, reasonably acceptable to the Company, extent consented to sell certain by the Committee in its discretion. At the direction of the shares Participant, the broker will either (i) sell all of Common Stock purchased the Shares received when the Option is exercised and pay the Participant the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Stock Option or to pledge such shares as collateral for a loan cover the Option Price, withholding taxes and promptly any fees due the broker and deliver to the Participant (either directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act (if the Company is a Publicly Held Corporation). In no event will the amount of sale or loan proceeds necessary Committee allow the Option Price to pay such purchase price, and/or (d) in any other be paid with a form of valid consideration, including a loan or a "cashless exercise," if such form of consideration that is acceptable to would violate the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 as determined by the Committee in its sole discretion. In the event that shares of restricted stock are tendered As soon as consideration for the exercise practicable after receipt of a Stock Option, a number written notification of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneefull payment, the Company shall either deliver, or cause certificates for the Common Stock then being purchased to be delivered delivered, to or on behalf of the Optionee (or the person exercising the Optionee’s Stock Option Participant, in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising Participant or other appropriate recipient, Share certificates for the Optionee’s Stock Option in number of Shares purchased under the event of his death), promptly after Option. Such delivery shall be effected for all purposes when the Exercise Date. The obligation Company or a stock transfer agent of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected deposited such certificates in the United States mail, addressed to Participant or obtained free of any conditions not reasonably acceptable to the Companyother appropriate recipient. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock This Option may shall be exercised by the delivery of written notice delivering to the Company setting forth (or its authorized agent), during the period in which such Option is exercisable, (i) a notice, which may be electronic, of your intent to purchase a specific number of shares Shares pursuant to this Option (a “Notice of Common Stock with respect to which Exercise”), and (ii) full payment of the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price for such specific number of Shares. Payment may be made by any one or more of the shares to be purchased, payable as follows: following means: (a) cash, personal check, bank draft, or money order payable to the order of the Company, wire transfer; (b) if approved and permitted by the CompanyCommittee, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Shares owned by the Optionee you with a Fair Market Value on the Exercise Datelast complete stock trading day preceding such exercise equal to the Option Price, valued at its fair market value on the Exercise Datewhich such Shares must be fully paid, non-assessable, and which the Optionee has not acquired free and clear from the Company within six (6) months prior to the Exercise Date, all liens and encumbrances; (c) if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such Shares, together with, if required by the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the minimum statutory amount of sale federal, state, local or loan proceeds necessary to pay foreign withholding taxes payable by reason of such purchase price, and/or (d) in any other form exercise. A copy of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to such delivery instructions must also be delivered to the Optionee Company by you with the Notice of Exercise; or (or d) if approved and permitted by the person exercising Committee, with Restricted Shares owned by you with a Fair Market Value on the Optionee’s Stock last complete stock trading day preceding such exercise equal to the Option Price, in the event which case an equal number of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name Shares delivered on exercise of the person exercising Option will carry the Optionee’s Stock same restrictions as the Restricted Shares tendered to pay the exercise price. The exercise of the Option in shall become effective at the event time such a Notice of his deathExercise has been received by the Company, which must be before the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), promptly after the Exercise Dateunless an earlier date is provided herein. The obligation You shall not have any rights as a stockholder of the Company to deliver or register such shares of Common Stock shall, however, be subject with respect to the condition that, if at any time Shares deliverable upon exercise of this Option until ownership of such Shares is recorded in your name on the books of the Company If the Option is exercised as permitted herein by any person or persons other than you, such Notice of Exercise shall determine in its discretion that the listingbe accompanied by such documentation as Company may reasonably require, registrationincluding without limitation, or qualification evidence of the Stock authority of such person or persons to exercise the Option or and evidence satisfactory to Company (if required by the Common Stock upon Company) that any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless death taxes payable with respect to such listing, registration, qualification, consent, or approval shall Shares have been effected paid or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeprovided for.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock and Callable Shares) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO, (c) if the Company, in its sole discretion, so consents in writingCompany has completed an IPO, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock or Callable Shares so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Administrator setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, in cash or money order payable to by certified check in the order manner prescribed in Article 8 of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tenderedPlan. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name e (or such person as designated in writing by the name personal representative of the person exercising the OptioneeParticipant’s Stock Option estate in the event of his the Participant’s death), ) promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. Subject to Section 8, If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations the Company’s code of conduct and securities trading policies as the Company may in effect from time to time adopttime, the Stock Option this Award, or any exercisable portion thereof, may be exercised solely by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) delivering to the Company or its designated agent all of the following prior to the time when the Award or such portion expires under Section 3.2: (a) Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Grantee or other person then entitled to exercise the Award that states the number of SARs subject to the Award in respect of which the Award is thereby being exercised and complies with all applicable rules established by the Committee; (i) Full payment (in cash or by check or by a combination thereof) of the amount necessary to satisfy the applicable withholding tax obligation with respect to which the Award or portion thereof is exercised, or (ii) indication that the Grantee elects to satisfy the applicable withholding tax obligation through an executed irrevocable option exercise form together arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any other applicable laws and exchange rules) and that provides for the delivery of irrevocable instructions from the Optionee to a broker to sell Shares obtained upon the exercise of all or dealera portion of the Award and to deliver promptly to the Company an amount to satisfy the withholding tax obligation that would otherwise be required to be paid by the Grantee to the Company pursuant to clause (i) of this subsection (b), reasonably acceptable or (iii) if made available by the Company, indication that the Grantee elects to have the number of Shares that would otherwise be issued to the Grantee upon exercise of such Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the applicable withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this subsection (b). (c) If required by the Company, a bona fide written representation and agreement, in a form satisfactory to the Company, signed by the Grantee or other person then entitled to sell certain of exercise such Award or portion thereof, stating that the shares of Common Stock purchased upon 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 Grantee or other person then entitled to exercise of such Award or portion thereof will indemnify the Stock Option Company against and hold it free and harmless from any loss, damage, expense or to pledge such shares as collateral for a loan and promptly deliver liability resulting to the Company the amount of if any sale or loan proceeds distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to pay ensure the observance and performance of such purchase price, and/or representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock OptionAward or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, a number of shares of Common Stock issued upon the exercise appropriate proof of the Stock Option equal right of such person or persons to exercise the number Award. Without limiting the generality of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optioneeforegoing, the Company shall either cause certificates for the Common Stock then being purchased may require an opinion of counsel acceptable to be delivered it to the Optionee effect that any subsequent transfer of shares acquired on exercise of this Award (or portion thereof) does not violate the person exercising Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of any portion of this Award shall bear an appropriate legend referring to the Optionee’s Stock Option in provisions of subsection (c) above and the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Dateagreements herein. The obligation of the Company written representation and agreement referred to deliver or register such shares of Common Stock in subsection (c) above shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless required if the shares to be issued pursuant to such listing, registration, qualification, consent, or approval shall exercise have been effected or obtained free registered under the Act, and such registration is then effective in respect of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeshares.

Manner of Exercise. Subject Payment of the Exercise Price. The Option, if exercisable, or the exercisable portion thereof, may be exercised solely by delivery to such administrative regulations as the Company may of all of the following prior to the time when the Option or such portion becomes unexercisable under this Agreement or the Plan: (a) A written notice signed by the Participant or other person then entitled to exercise the Option or portion thereof, stating that the Option or portion is being exercised, provided such notice complies with all applicable rules established by the Committee from time to time adopttime. (b) 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 and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, causing legends to be placed on certificates for shares of Common Stock and issuing stop-transfer notices to agents and registrars. (c) In the event that the Option may shall be exercised pursuant to Section 12.1 of the Plan by any person or persons other than the delivery Participant, appropriate proof of written notice the right of such person or persons to exercise the Company setting forth Option or portion thereof. (d) Full payment (in cash or by a certified check) for the number of shares of Common Stock with respect to which the Stock Option or portion thereof is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale any withholding tax due, unless with the prior written consent of the Committee: (i) payment, in whole or loan proceeds necessary to pay such purchase pricein part, and/or (d) in any other form of valid consideration that is acceptable to made through the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number delivery of shares of Common Stock issued upon owned by the exercise Participant, duly endorsed for transfer to the Company with a Fair Market Value on the date of the Stock Option delivery equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name aggregate exercise price of the person exercising the Optionee’s Stock Option in the event of his death)or exercised portion thereof, promptly after the Exercise Date. The obligation of the Company to deliver or register such provided, that shares of Common Stock shall, however, be subject used to exercise the Option have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the condition that, if at any time Company with respect to the Company shall determine in its discretion Option; (ii) delivery of a written or electronic notice that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as Participant has placed a condition of, or in connection with, the Stock Option or the issuance or purchase of market sell order with a broker with respect to shares of Common Stock thereunderthen-issuable upon exercise of the Option (or portion thereof which is being exercised), then and that the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have broker has been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails directed to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that a sufficient portion of the Optionee’s Stock Option and right net proceeds of the sale to purchase the Company in satisfaction of the aggregate payments required; provided, however, that payment of such Optioned Shares may be forfeited proceeds is then made to the Company upon settlement of such sale; or (iii) payment is made through any combination of the consideration provided for in this Section 4.1 or such other method approved by the OptioneeCommittee consistent with Applicable Law.

Manner of Exercise. Subject to the terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time after the Exercise Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested under Paragraph 1(c) and available under this Option. Such exercise shall be effective only if the Grantee duly executes and delivers to the Company, at the principal executive office of the Company or at such administrative regulations other address as the Company may from time to time adopt, the Stock Option may be exercised designate by the delivery of written notice in writing to the Company setting forth Grantee, an option exercise form substantially the same as that attached hereto as Exhibit A, indicating the number of shares of Common Stock with respect to which the Stock Option is to be exercised, purchased and accompanied by payment of the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price and any withholding amounts described below. Payment of the shares to Option Price and any such withholding amounts may be purchased, payable as follows: made (ai) cash, in cash or by the Grantee’s personal check, a certified check, a bank draft, or a postal or express money order payable to the order of the CompanyCompany in lawful money of the United States or in any combination of the foregoing, or (bii) if by delivery of mature shares of Common Stock, the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by Fair Market Value of which is equal to the Optionee on Option Price as of the Exercise Date. Upon any effective exercise of this Option, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior shall become obligated to issue a certificate or certificates to the Exercise Date, (c) if Grantee representing the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock so purchased. Notwithstanding the foregoing, no shares of Common Stock will be issued upon unless the exercise Grantee (or his representative as the case may be) shall pay to the Company or any affiliate, as applicable, such amount as the Company or any affiliate may advise it is required under applicable federal, state or local law to withhold and pay over to governmental taxing authorities by reason of the Stock Option equal to the number purchase of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, pursuant to this Option. No fractional shares will be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeissued.

Manner of Exercise. Subject Options will be considered exercised (as to the number and class of Options specified in the notice referred to in Section 4(a) below) on the latest of (i) the date of exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so designated is not a Business Day, the first Business Day following such administrative regulations date or (iii) the earliest Business Day by which the Company has received all of the following: (a) Written notice, in such form as the Company Committee may from time to time adoptrequire, containing such representations and warranties as the Committee may reasonably require and designating, among other things, the Stock Option may be exercised by the delivery date of written notice to the Company setting forth exercise and the number and class of shares of Common Stock with respect to which the Stock (“Option is Shares”) to be exercised, the date purchased by exercise of exercise thereof Options; (the “Exercise Date”b) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price Payment of the shares Base Price for each Option Share to be purchasedpurchased in any (or a combination) of the following forms, payable as followsdetermined by the Grantee: (aA) cash, (B) check, bank draft, (C) whole shares of any class or money order payable to the order series of the Company’s common stock, (bD) if the Companydelivery, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with a properly executed exercise notice, of irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the amount of sale or loan proceeds necessary required to pay such purchase pricethe Base Price (and, and/or if applicable the Required Withholding Amount, as described in Section 5 below), or (dE) in any other form the delivery of valid consideration that is acceptable to irrevocable instructions via the Company’s online grant and administration program for the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to withhold the number of shares of restricted stock used as consideration therefor shall be subject the applicable class of Common Stock (valued at the Fair Market Value of such Common Stock on the date of exercise) required to pay the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeBase Price (and, if applicable, the Company shall either cause certificates for the Common Stock then being purchased to Required Withholding Amount, as described in Section 5 below) that would otherwise be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of by the Company to deliver or register such shares the Grantee upon exercise of Common Stock shall, however, be subject the Options (it being acknowledged that the method of exercise described in this clause (E) applies to the condition that, if at Options granted pursuant to this Agreement and will not apply to any time options granted under the Company shall determine Plan to the Grantee after the Grant Date unless otherwise provided in its discretion the applicable award agreement); and (c) Any other documentation that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option Committee may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneerequire.

Manner of Exercise. Subject to such administrative regulations as (a) The Optionee may exercise this Stock Option only in the Company may following manner: from time to time adopton or prior to the Expiration Date of this Stock Option, the Stock Option Optionee may be exercised by the delivery of give written notice to the Administrator of his or her 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. A sample exercise notice is attached as Exhibit A. Payment of the purchase price for the Option Shares may be made by one or more of the following methods as permitted in the sole discretion of the Administrator: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company setting forth plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock with respect to which issuable upon exercise by the Stock Option is to be exercised, the date largest whole number of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration shares with a value equal to Fair Market Value that does not exceed the total Option Price aggregate exercise price; or (v) a combination of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Companyi), (bii), (iii) if the Company, in its sole discretion, so consents in writing, Common Stock and (including restricted stockiv) owned by above. Payment instruments will be received subject to collection. The transfer to the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to records of the Company or its designated of the transfer agent of an executed irrevocable option exercise form together with irrevocable instructions the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in 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 a broker or dealer, reasonably acceptable satisfy itself that the issuance of Stock to be purchased pursuant to the Company, to sell certain exercise of Stock Options under the Plan and any subsequent resale of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan will be in compliance with applicable laws and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionregulations. In the event that the Optionee chooses to pay the purchase price by previously-owned shares of restricted stock are tendered as consideration for Stock through the exercise of a Stock Optionattestation method, a the number of shares of Common Stock issued transferred to the Optionee upon the exercise of the Stock Option equal 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 Administrator 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 Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or 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. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The Administrator may, in its discretion, impose a minimum on the number of shares of restricted stock used as consideration therefor shall be subject with respect to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the which this Stock Option may not be exercised in whole at any one time. (d) Notwithstanding any other provision hereof or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereofPlan, then that no portion of the Optionee’s this Stock Option and right to purchase such Optioned Shares may shall be forfeited by exercisable after the OptioneeExpiration Date hereof.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned any manner permitted by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionPlan. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his death), death or another permitted transfer) promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as To exercise an Option under the Company may from time to time adoptPlan, the Stock Option may be exercised by the delivery of Grantee must give written notice to the Company setting forth Company, in the form of Exhibit “A” attached hereto, specifying the number of shares of Common Stock Shares with respect to which the Stock Grantee elects to exercise the Option is together with full payment of the Exercise Price and payment to be exercisedthe Company of any tax withholding required in connection with your exercise of the Option (including FICA, the Medicare, and local, state, or federal income taxes). The date of exercise thereof (will be the “Exercise Date”) date on which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to receives the total Option Price of notice. Payment may be made by any means determined by the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, Committee in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by discretion and consistent with the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain terms of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tenderedPlan. Upon payment of all amounts due from the OptioneeGrantee, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Grantee (or the person exercising the OptioneeGrantee’s Stock Option in the event of his his/her death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock Shares shall, however, be subject to the terms of the Plan and to the condition that, that if at any time the Company Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock Shares thereunder. Then, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Grantee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeGrantee’s Stock Option and right to purchase such Optioned Shares may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptTo exercise this Warrant in whole or in part, the Stock Option may be exercised by the delivery of written notice Holder shall deliver on any Business Day to the Company setting forth at its principal place of business (a) this Warrant, (b) a written notice in substantially the form of the Subscription Notice attached hereto, of the Holder's election to exercise this Warrant, which notice shall specify the number of shares to be purchased (which shall be a whole number of Shares if for less than all the Shares then issuable hereunder), and (c) payment of the Exercise Price with respect to such Shares. Such payment may be made, at the option of the Holder, either (a) by cash, certified or bank cashier's check or wire transfer in an amount equal to the product of (i) the Exercise Price times (ii) the number of Warrant Interests as to which this Warrant is being exercised or (b) by a "cashless exercise" of this Warrant, in which event the Holder shall receive from the Company the number of Warrant Interests equal to (i) the number of Warrant Interests as to which this Warrant is being exercised minus (ii) the number of Warrant Interests having an aggregate value (determined by reference to the Market Value of shares of Common Stock with respect on the Business Day immediately prior to which the Stock Option is to be exercised, the date of exercise thereof such exercise), equal to the product of (x) the “Exercise Date”Price times (y) the number of Warrant Interests as to which this Warrant is being exercised. As used herein, the term "Market Value" shall mean the closing price of the Company's Common Stock on the American Stock Exchange (or such other market on which the Company's shares may hereafter be traded). The Company shall, as promptly as practicable and in any event within seven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of a share of Common Stock specified in said notice together with cash in lieu of any fractions of a share of Common Stock as provided in Section 1.3. The certificate or certificates so delivered shall be at least three (3) days after giving in such denominations as may be specified in such notice, and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice unless an earlier time and payment is received by the Company. If this Warrant shall have been mutually agreed upon. On the Exercise Dateexercised only in part, the Optionee shall Company shall, at the time of delivery of such certificate or certificates, deliver to the Company consideration with Holder a value equal new Warrant evidencing the right to purchase the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the remaining shares of Common Stock purchased upon exercise called for by this Warrant, which new Warrant shall, in all other respects be identical with this Warrant, or, at the request of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver Holder, appropriate notation may be made on this Warrant which shall then be returned to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretionHolder. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the The Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death)pay all expenses, promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallstamp, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or documentary and similar taxes and other charges payable in connection withwith the preparation, the Stock Option or the issuance or purchase and delivery of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option share certificates and right to purchase such Optioned Shares may be forfeited by the Optioneenew Warrants under this provision.

Manner of Exercise. Subject (a) The Optionee may exercise the Option by delivering to the Company a written notice (an “Exercise Notice”) in the form Exhibit A hereto includes, or in any other form the Committee approves, which sets forth the Optionee’s election to exercise the Option, the number of shares the Optionee is purchasing and such administrative regulations other representations and agreements as to the Optionee’s investment intent and access to information as the Company may from time require to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock comply with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, applicable securities laws. (b) if The Optionee must include with any Exercise Notice he or she delivers the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by full payment of the Optionee on the total Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of Price respecting the shares of Common Stock purchased upon exercise he or she is purchasing pursuant to that Exercise Notice in cash or, if the 2001 Incentive Plan of U.S. Concrete, Inc. (the Stock Option or to pledge such shares as collateral for a loan “Incentive Plan”) so permits and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase priceOptionee so elects, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon or a combination of cash and shares of Common Stock, provided, that: (i) shares of Common Stock tendered in payment of the Exercise Price will be valued at Fair Market Value (as the Incentive Plan defines that term) on the date the Exercise Notice is delivered; (ii) the Committee will determine the method for tendering shares of Common Stock in payment of the Exercise Price; and (iii) the Optionee may tender in payment of the Exercise Price shares of Common Stock that are or were the subject of a compensatory award (whether under the Incentive Plan or otherwise) only if the Optionee has owned those shares for at least six months. (c) The Company will not issue any shares of Common Stock on the exercise of the Stock Option equal unless the Optionee has paid or made adequate provision for the payment of any applicable federal or state withholding obligations of the Company, and the Company will have the right to withhold (and the Optionee will have the right to require the Company to withhold) at the time of that issuance and out of the number of shares which otherwise would be issued such number of restricted stock used the shares being purchased (valued at their Fair Market Value on the date of withholding) as consideration therefor shall be subject it deems appropriate to satisfy all those withholding obligations. The Optionee may transfer to the same restrictions Company shares of Common Stock theretofore owned by the Optionee to satisfy the Company’s withholding obligations on the exercise of the Option. If shares of Common Stock are used for this purpose, those shares will be valued at their Fair Market Value per share as of the date when the withholding is required to be made. (d) Subject to the foregoing provisions of this Section 5, if the Exercise Notice and provisions as accompanying payment are in form and substance satisfactory to counsel for the restricted stock so tendered. Upon payment of all amounts due from the OptioneeCompany, the Company shall either cause certificates for will issue the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically shares registered in the Optionee’s name (or the name of the person exercising Optionee or the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneelegal representative.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject To the extent that any outstanding Options shall have become and remain exercisable as provided in Sections 3 and 4 and subject to such reasonable administrative regulations as the Company Committee may from time to time adopthave adopted, the Stock Option such Options may be exercised exercised, in whole or in part, by the delivery of written notice to the designated officer of the Company setting forth (or designated third party administrator, if any) in writing given at least 5 business days (or shorter period permitted by any third party administrator) prior to the date as of which the Grantee will so exercise the Options (the "Exercise Date"), specifying the number of shares of Common Stock whole Shares with respect to which the Stock Option is to be exercised, the date of exercise thereof Options are being exercised (the “"Exercise Date”Shares") which shall be at least three (3) days after giving and the aggregate Exercise Price for such notice unless an earlier time shall have been mutually agreed uponExercise Shares. On or before the Exercise Date, the Optionee Grantee (i) shall deliver to the Company consideration with a value equal to full payment for the total Option Price of the shares to be purchased, payable as follows: (a) Exercise Shares in United States dollars in cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable cash equivalents satisfactory to the Company, and in an amount equal to sell certain the product of the number of Exercise Shares, multiplied by the Exercise Price (such product, the "Aggregate Exercise Price") and (ii) the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares and registered in the name of the Grantee. In lieu of tendering cash, the Grantee may tender shares of Common Stock purchased upon exercise of that have been owned by the Stock Option or to pledge such shares as collateral Grantee for a loan and promptly deliver to at least six months having an aggregate Fair Market Value on the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Exercise Date equal to the number Aggregate Exercise Price or may deliver a combination of shares of restricted stock used as consideration therefor shall be subject to the same restrictions cash and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallhaving an aggregate Fair Market Value equal to the difference between the Aggregate Exercise Price and the amount of such cash as payment of the Aggregate Exercise Price, however, be subject to such rules and regulations as may be adopted by the condition thatCommittee to provide for the compliance of such payment procedure with applicable law, if at any time including Section 16(b) of the Exchange Act. The Company may require the Grantee to furnish or execute such other documents as the Company shall determine in its discretion that reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the listing, registration, or qualification requirements of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any Securities Act, applicable state or federal non-U.S. securities laws or any other law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject This provision supplements Section 7 of the Agreement: You understand and agree that due to local exchange control requirements, you will be required, at the Company’s discretion, to exercise the Option using either the “cashless sell-all” method or the “cashless sell-to-cover” method. To complete a cashless sell-to-cover transaction, upon your instruction to exercise the Option, the Company’s designated broker will (i) sell (out of the Option Shares subject to the Option exercised) the number of Option Shares that is sufficient to pay the Exercise Price, applicable brokerage fees and commissions, and any Tax-Related Items; (ii) use the proceeds of such administrative regulations as sale to pay the Exercise Price and applicable brokerage fees; and (iii) remit the balance of the proceeds, including any amounts required to cover the Tax-Related Items, in U.S. denominated cash to the designated Company sponsored bank account that has been authorized for use by the appropriate State Administration of Foreign Exchange ("SAFE"). To complete a “cashless sell-all” transaction, you consent and agree to: (i) instruct a broker designated by the Company to immediately sell all of the Option Shares issued upon exercise; (ii) use the proceeds of such sale to pay the Exercise Price and applicable brokerage fees; and (iii) remit the balance of the proceeds, including any amounts required to cover the Tax-Related Items, in U.S. denominated cash to the designated Company sponsored bank account that has been authorized for use by SAFE. You further agree that the Company may remit any Tax-Related Items directly from time to time adopt, the Stock Option may be exercised by the delivery of written notice designated Company sponsored bank account to the Company setting forth the number of shares of Common Stock with respect appropriate tax authorities on your behalf and any remaining proceeds to which the Stock Option is you. Alternatively, if you are required to be exercisedcomplete a cashless sell-all transaction, the date of exercise thereof you agree (the “Exercise Date”i) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to that the Company consideration with a value equal may initially instruct the bank to the total Option Price issue 50% of the shares proceeds to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Companyyou, (bii) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver you then will remit to the Company the entire Tax-Related Items calculated by Company in local currency (RMB), (iii) the Company will subsequently remit the Tax-Related Items to the appropriate tax authorities on your behalf; and (iv) the Company will then authorize the designated bank to release the remaining balance to the proceeds to you. You acknowledge that the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to Tax-Related Items calculated by the Company in its sole discretionis an estimate, and you may be liable for additional taxes on the proceeds. In You agree to bear any currency fluctuation risk between the event that shares of restricted stock time the Option Shares are tendered as consideration for sold and the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise time any sale proceeds (net of the Stock Option equal Exercise Price, applicable brokerage fees and Tax-Related Items) are distributed to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeyou.

Manner of Exercise. Subject to such administrative regulations as the Company Board or the Committee, as applicable, may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock ADSs with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered to be deemed granted as an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Exercise Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable by wire transfer of immediately available funds pursuant to written instructions delivered to the order of Participant by the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock by the delivery of cash or a check, bank draft, or money order payable to the order of the Company; (including restricted stockc) if the Company, in its sole discretion, so consents in writing, ADSs owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (cd) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock ADSs purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, ; and/or (de) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock ADSs then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock ADSs shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock ADSs upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock ADSs thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: follows (but in each instance, only if permitted by applicable law): (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock and Callable Shares) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date; provided, that the six (6)-month holding requirement shall only apply to a Reporting Participant at any time following an IPO (as defined in the Company’s Amended and Restated Certificate of Incorporation), (c) if the Company has completed an IPO (as defined in the Company, in its sole discretion, so consents in writing’s Amended and Restated Certificate of Incorporation), by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock or Callable Shares so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office within ten (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly 10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to having the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions retain from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased otherwise issuable upon exercise of the Stock Option or a number of shares of Common Stock having a value (determined pursuant to pledge such shares as collateral for a loan and promptly deliver rules established by the Company in its discretion) equal to the Company total Option Price of the amount of sale or loan proceeds necessary shares to pay such purchase price, be purchased (a “net exercise”); and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or such person as designated in writing by the name personal representative of the person exercising the Optionee’s Stock Option estate in the event of his the Optionee’s death), ) promptly after the Exercise Date, unless the Optionee, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Plan and in accordance with the procedures established by the Committee, which procedures shall apply to this Award unless otherwise provided by the Committee. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If Subject to Section 8, below, if the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject To the extent that any of the Options shall have become and remain vested and exercisable as provided in Section 3 and subject to such reasonable administrative regulations as the Company Board may from time to time adopthave adopted, the Stock Option such Options may be exercised exercised, in whole or in part, by the delivery of written notice to the Secretary of the Company setting forth in writing given on the date as of which the Grantee will so exercise the Options (the "Exercise Date"), specifying the number of shares of Common Stock Shares with respect to which the Options are being exercised (the "Exercise Shares"), subject to the execution by the Company and the Grantee of a management stock subscription agreement substantially in the form of the Management Stock Option is to be exercisedSubscription Agreement, dated as of June 4, 1996, between the Company and the Grantee, as amended through the date of exercise thereof (exercise, or in such other form as may be agreed upon by the “Exercise Date”) which shall be at least three (3) Company and the Grantee, and the delivery to the Company by the Grantee, on or within five days after giving such notice unless an earlier time shall have been mutually agreed upon. On following the Exercise Date, in accordance with the Optionee Management Stock Subscription Agreement, full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, and in an amount equal to the product of the number of Exercise Shares, multiplied by the Option Price (such amount, the "Exercise Price"). Upon execution by the Company and the Grantee of the Management Stock Subscription Agreement and delivery to the Company by the Grantee of the Exercise Price, the Company shall deliver to the Company consideration with Grantee a value equal to certificate or certificates representing the total Option Price Exercise Shares, registered in the name of the shares to be purchased, payable Grantee and bearing appropriate legends as follows: (aprovided in Section 7(b) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the hereof. If shares of Common Stock purchased upon exercise of the Stock Option are traded on a U.S. national securities exchange or to pledge such shares as collateral bid and ask prices for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon are quoted over NASDAQ, the exercise Grantee may, in lieu of cash, tender shares of Common Stock that have been owned by the Stock Option Grantee for at least six months, having a Fair Market Value on the Exercise Date equal to the number Exercise Price or may deliver a combination of shares of restricted stock used as consideration therefor shall be subject to the same restrictions cash and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shallhaving a Fair Market Value equal to the difference between the Exercise Price and the amount of such cash as payment of the Exercise Price, however, be subject to such rules and regulations as may be adopted by the condition thatBoard to provide for the compliance of such payment procedure with applicable law, if at any time including Section 16(b) of the Exchange Act. The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise, (ii) to determine whether registration is then required under the Securities Act and (iii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law." 9. Amendment to Section 10. Section 10 is hereby amended by deleting the text thereof in its discretion that entirety and inserting in lieu thereof the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optionee.following:

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, ; and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to registered in the Optionee Participant’s name (or the person exercising the OptioneeParticipant’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Plan and in accordance with the procedures established by the Committee. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to the terms, conditions, and limitations set forth herein, this Option may be exercised in whole or in part at any time or from time to time after the Exercise Date and on or before the Expiration Date as to any part of the number of whole shares of Common Stock then vested under Paragraph 1(d) and available under this Option. Such exercise shall be effective only if the Grantee duly executes and delivers to the Company, at the principal executive office of the Company or at such administrative regulations other address as the Company may from time to time adopt, the Stock Option may be exercised designate by the delivery of written notice in writing to the Company setting forth Grantee, an option exercise form substantially the same as that attached hereto as Exhibit A, indicating the number of shares of Common Stock with respect to which the Stock Option is to be exercised, purchased and accompanied by payment of the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price and any withholding amounts described below. Payment of the shares to Option Price and any such withholding amounts may be purchased, payable as follows: made (ai) cash, in cash or by the Grantee's personal check, a certified check, a bank draft, or a postal or express money order payable to the order of the CompanyCompany in lawful money of the United States or in any combination of the foregoing, or (bii) if by delivery of mature shares of Common Stock, the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by Fair Value of which is equal to the Optionee on Option Price as of the Exercise Date. Upon any effective exercise of this Option, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior shall become obligated to issue a certificate or certificates to the Exercise Date, (c) if Grantee representing the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock so purchased. Notwithstanding the foregoing, no shares of Common Stock will be issued upon unless the exercise Grantee (or his representative as the case may be) shall pay to the Company or any affiliate, as applicable, such amount as the Company or any affiliate may advise it is required under applicable federal, state or local law to withhold and pay over to governmental taxing authorities by reason of the Stock Option equal to the number purchase of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, pursuant to this Option. No fractional shares will be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeissued.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock This Option may shall be exercised by the delivery of written notice delivering to the Company setting forth (or its authorized agent), during the period in which such Option is exercisable, (i) a notice, which may be electronic, of your intent to purchase a specific number of shares Shares pursuant to this Option (a “Notice of Common Stock with respect to which Exercise”), and (ii) full payment of the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price for such specific number of Shares. Payment may be made by any one or more of the shares to be purchased, payable as follows: following means: (a) cash, personal check, bank draft, or money order payable to the order of the Company, wire transfer; (b) if approved and permitted by the CompanyCommittee, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Shares owned by the Optionee you with a Fair Market Value on the Exercise Datedate of exercise equal to the Option Price, valued at its fair market value on the Exercise Datewhich such Shares must be fully paid, non-assessable, and which the Optionee has not acquired free and clear from the Company within six (6) months prior to the Exercise Date, all liens and encumbrances; (c) if approved and permitted by the Committee, through the sale of the Shares acquired on exercise of this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such Shares, together with, if required by the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the minimum statutory amount of sale federal, state, local or loan proceeds necessary to pay foreign withholding taxes payable by reason of such purchase price, and/or (d) in any other form exercise. A copy of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to such delivery instructions must also be delivered to the Optionee Company by you with the Notice of Exercise; or (or d) if approved and permitted by the person exercising Committee, with Restricted Shares owned by you with a Fair Market Value on the Optionee’s Stock date of exercise equal to the Option Price, in the event which case an equal number of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name Shares delivered on exercise of the person exercising Option will carry the Optionee’s Stock same restrictions as the Restricted Shares tendered to pay the exercise price. The exercise of the Option in shall become effective at the event time such a Notice of his deathExercise has been received by the Company, which must be before the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), promptly after the Exercise Dateunless an earlier date is provided herein. The obligation You shall not have any rights as a stockholder of the Company to deliver or register such shares of Common Stock shall, however, be subject with respect to the condition that, if at any time Shares deliverable upon exercise of this Option until ownership of such Shares is recorded in your name on the books of the Company If the Option is exercised as permitted herein by any person or persons other than you, such Notice of Exercise shall determine in its discretion that be accompanied by such documentation as the listingCompany may reasonably require, registrationincluding without limitation, or qualification evidence of the Stock authority of such person or persons to exercise the Option or and evidence satisfactory to the Common Stock upon Company (if required by the Company) that any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless death taxes payable with respect to such listing, registration, qualification, consent, or approval shall Shares have been effected paid or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeprovided for.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adoptterms and conditions of this Agreement, the Stock Option may this option shall be exercised in whole or in part by the delivery of written notice delivering to the Company setting forth at its principal place of business a written notice, signed by the person entitled to exercise the option, of the election to exercise the option and stating the number of shares of Common Stock with respect to which the Stock Option is to be exercisedpurchased. Such notice shall, as an essential part, be accompanied by the date payment of the full option exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price price of the shares then to be purchased, payable except as follows: provided below. Payment of the full option exercise price may be made, at the election of the Participant, in (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the CompanyCommon Stock, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, or (c) if any combination of cash or Common Stock. A Participant using Common Stock to pay the Company, in its sole discretion, purchase price of shares being purchased may do so consents in writing, either by actual delivery (including of share certificate(s) for such Common Stock or by FAX) attesting as to the Company or its designated agent ownership of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares such Common Stock. Shares of Common Stock purchased upon exercise used in payment of the purchase price shall be valued at their closing price on the New York Stock Option or to pledge such shares as collateral for a loan and promptly deliver to Exchange on the Company trading day immediately preceding the amount date of sale or loan proceeds necessary exercise. To the extent permitted by applicable law, the Participant may elect to pay such the purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for price upon the exercise of this option by authorizing a Stock Option, third party to sell all the shares (or a number sufficient portion of shares of Common Stock issued the shares) acquired upon the exercise of the Stock Option equal option and to remit to the number Company a sufficient portion of shares of restricted stock used as consideration therefor shall be subject the sale proceeds to pay the same restrictions entire purchase price and provisions as the restricted stock so tenderedany tax withholding resulting from such exercise. Upon payment the proper exercise of all amounts due from the Optioneethis option, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option issue in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in option, and deliver to such person, a certificate or certificates for the event of his death)shares purchased, promptly after the Exercise Date. The obligation of provided that if any applicable law or regulation requires the Company to deliver take any action with respect to the shares specified in such notice before the issuance of such shares, the date of delivery of the shares shall be extended for the period necessary to take such action. The Participant agrees that as holder of this option, the Participant shall have no rights as a stockholder or register otherwise in respect of any of the option shares until the option is effectively exercised as provided in this Agreement. The Participant agrees to pay in cash, within the time period specified by the Company, the amount (if any) required to be withheld for federal, state and local tax purposes on account of the exercise of the option or to make such arrangements to satisfy such withholding requirements as the Company deems appropriate (which arrangements may include the Participant instructing the Company to withhold from any issuance of Common Stock upon exercise of such option, or the Participant delivering to the Company, shares of Common Stock shall, however, be subject having a Fair Market Value equal to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification amount of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneerequired withholding taxes).

Manner of Exercise. Subject to Article X of the Israeli Plan and such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Administrator setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, in cash or money order payable to by certified check in the order manner prescribed in Article VI of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon Israeli Plan. The exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions agreement with the Trustee (as defined below) and provisions as in accordance with Section 102 of the restricted stock so tenderedOrdinance. Upon Subject to Article X of the Israeli Plan, upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death), ) promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in Section 8.3(c) of the Main Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If Subject to Section 8, below, if the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “"Exercise Date”") which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: follows (but in each instance, only if permitted by applicable law): (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Validian Incentive Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Agreement – ▇▇▇▇▇ ▇▇▇▇ - June 15, 2007 Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee Participant (or the person exercising the Optionee’s Participant's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, quotation or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option Option, and right to purchase such Optioned Shares may be forfeited by the OptioneeCompany.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock The Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listingat any time within the period permitted hereunder for the exercise of the Option, registrationwith respect to whole Shares only, qualification, consent, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. If Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding (the “Witholding Taxes”). The Option Payment shall be made (a) in cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee fails and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to pay withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c). Notwithstanding anything in the Plan to the contrary, for any purposes of this Agreement, “Fair Market Value” means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the date of exercise, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion fair market value of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeCommon Stock.

Manner of Exercise. Subject to such administrative regulations as the Company ------------------ Board or the Committee may from time to time adopt, the this Stock Option may be exercised by the delivery of written notice to the Company of (i) written notice setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised and the date of exercise thereof (the “"Exercise Date”) "), which shall be at least three (3) days after giving such notice notice, unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company ; and (ii) consideration with a value equal to the total Option Exercise Price of for the shares to be purchased, payable as follows: (a) cash, certified check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise DateRestricted Stock), valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, Option Exercise Price and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion; provided that, with respect to a cashless exercise of the Stock Option (in accordance with clause (c) above), the Stock Option will be deemed exercised on the date of sale of the shares of Common Stock received upon exercise. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a the Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option Option, equal to the number of shares of restricted stock Restricted Stock used as consideration therefor therefor, shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tenderedsubmitted. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock Optioned Shares then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s 's Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name at its principal business office (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly other mutually agreed upon location) within ten (10) business days after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock Optioned Shares upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and 's right to purchase such Optioned Shares may be forfeited terminated by the OptioneeCompany.

Manner of Exercise. Subject to Article X of the Israeli Plan and such administrative regulations as the Company Administrator may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Administrator setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three two (32) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, in cash or money order payable to by certified check in the order manner prescribed in Article VI of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon Israeli Plan. The exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions agreement with the Trustee (as defined below) and provisions as in accordance with Section 102 of the restricted stock so tenderedOrdinance. Upon Subject to Article X of the Israeli Plan, upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death), ) promptly after the Exercise Date, unless the Participant, or such other person, requests, in writing, delivery of the certificates for the Common Stock, as provided in the Plan and in accordance with the procedures established by the Administrator. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyAdministrator. If Subject to Section 8, below, if the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon, and whether the Optioned Shares to be exercised will be considered as deemed granted under an Incentive Stock Option as provided in Section 11. On the Exercise Date, the Optionee Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, ; and/or (d) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the OptioneeParticipant’s name (or the name of the person exercising the OptioneeParticipant’s Stock Option in the event of [his / her] death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person exercising the Participant’s Stock Option in the event of [his / her] death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person exercising the Participant’s Stock Option in the event of [his / her] death) for delivery of the certificates. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option Holder (or, in the event of Option Holder’s death or disability, the Option Holder’s attorney-in-fact, estate or heirs, as the case may be exercised by be) shall, in order to exercise the delivery of written notice Option, deliver to the Company setting forth an executed exercise agreement, on a form provided by the Committee. If someone other than the Option Holder exercises the Option, then such person must also submit documentation reasonably acceptable to the Committee verifying that such person has the legal right to exercise the Option. The exercise agreement must state the number of shares that the Option Holder will purchase and must be accompanied by full payment of Common Stock with respect the Option Exercise Price and applicable tax withholding. In the discretion of the Committee, payment of the Option Exercise Price and applicable tax withholding shall be made in the form of a “net exercise” (pursuant to which the Stock Company, or its authorized delegate, withholds from the shares that would otherwise be issued upon exercise of the Option is to be exercised, the date that number of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration shares with a value Fair Market Value equal to the total Option Exercise Price of the shares and necessary to be purchasedsatisfy applicable tax withholding), payable as follows: (a) cash, a “sell-to-cover” or “cashless exercise” transaction through a broker-dealer (subject to the conditions set forth in the Plan), wire transfer, certified check, or bank draft, or money order payable any other method that is not inconsistent with the Plan, and additionally, the Committee may permit payment of the Option Exercise Price (but not the applicable tax withholding) to be made through the delivery of unrestricted shares having a Fair Market Value equal to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) Option Exercise Price and owned by the Optionee on the Exercise Date, valued Option Holder for a period of at its fair market value on the Exercise Date, and which the Optionee has not acquired from least 6 months (or such shorter or longer period of time as is necessary for the Company within six (6) months prior to avoid a charge to earnings on its financial statements). For purposes of this paragraph 7, the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain “Fair Market Value” of the shares of the Company’s Common Stock shall be the sales price for such shares on the NASDAQ National Market at the time of sale on the date of exercise. Except to the extent otherwise authorized by the Committee, a stock certificate representing the shares purchased upon exercise of the Stock Option or will not be issued, and the Option Holder will not have the rights of a shareholder with respect to pledge such shares as collateral for a loan and promptly deliver to until the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise receives full payment of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions Exercise Price and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneeapplicable tax withholding.

Manner of Exercise. Subject to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockCommon Stock) owned by the Optionee on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, ; and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock Common Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Common Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Common Stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) requests delivery of the certificates for the Common Stock in writing and in accordance with the procedures established by the Company. The Company shall deliver the certificates as soon as administratively practicable following the Company’s receipt of the written request from the Optionee (or the person exercising the Optionee’s Stock Option in the event of his death) for delivery of the certificates. The obligation of the Company to register or deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the Optionee.

Manner of Exercise. Subject The Option will be considered exercised (as to such administrative regulations as the Company may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares Option Shares specified in the notice referred to in Section 4(a) below) on the latest of (i) the date of Common Stock with respect exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so designated is not a Business Day, the first Business Day following such date or (iii) the earliest Business Day by which the Stock Option is to be exercisedCompany has received all of the following: (a) A properly executed written exercise notice, in the form attached hereto as Exhibit B or such other form as the Committee may require, containing such representations and warranties as the Committee may require and designating, among other things, the date of exercise thereof (and the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total number of Option Price of the shares Shares to be purchased, payable as follows: ; (ab) Payment of the Exercise Price for each Option Share to be purchased in any (or a combination) of the following forms: (i) cash, , (ii) certified check, bank draftcashier’s check or other check acceptable to the Company, or money order payable to the order of the Company, , (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by the Optionee on the Exercise Date, valued at its fair market value on the Exercise Date, and which the Optionee has not acquired from the Company within six (6) months prior to the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAXiii) to the Company or its designated agent extent permitted by applicable law, the delivery of an executed irrevocable option exercise form together with irrevocable instructions from the Optionee to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and deliver promptly deliver to the Company the amount of sale or loan proceeds necessary required to pay the Exercise Price (and, if applicable the Required Withholding Amount, as described in Section 5 below), provided that the full amount of such purchase pricepayment is received by the Company, (iv) delivery to the Company of (A) certificates duly endorsed for transfer to the Company representing shares of a publicly traded series of Common Stock, and/or (dB) irrevocable instructions to the Company’s stock transfer agent to transfer to the Company shares of a publicly traded series of Common Stock held in the Direct Registration System for the benefit of Grantee or (C) evidence of transfer to the Company of shares of a publicly traded series of Common Stock held in book-entry form through The Depository Trust Company for the benefit of Grantee (in each case, which shares will be valued for this purpose at their Fair Market Value on the date of exercise), provided that the shares so delivered or transferred or as to which such transfer instructions are delivered have been held by the Grantee for more than six months or such other period as the Committee may specify, and/or (v) any other form of valid consideration that is acceptable to payment contemplated by the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock OptionPlan, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the Optionee, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee Committee may permit; and (or the person exercising the Optionee’s Stock Option in the event of his deathc) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion Any other documentation that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option Committee may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneerequire.

Manner of Exercise. Subject to such administrative regulations as the Company Committee may from time to time adopt, the Stock Option may be exercised by the delivery of written notice to the Company Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise Date”) ), which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, date that the Optionee shall deliver Participant has delivered to the Company both the Exercise Notice and consideration with a value equal to the total Option Price of the shares to be purchasedpurchased (plus any employment tax withholding or other tax payment due with respect to the Stock Option), payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, ; (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including restricted stockRestricted Stock) owned by the Optionee Participant on the Exercise Date, valued at its fair market value Fair Market Value on the Exercise Date, and which the Optionee Participant has not acquired from the Company within six (6) months prior to the Exercise Date, ; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAXFAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form (or, to the extent permitted by the Company, exercise instructions, which may be communicated in writing, telephonically, or electronically) together with irrevocable instructions from the Optionee Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (d) by requesting the Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless net exercise), and/or (de) in any other form of valid consideration that is acceptable to the Company Committee in its sole discretion. In the event that shares of restricted stock Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock Restricted Stock so tendered. If the Participant fails to deliver the consideration described in this Section 7 within three (3) business days of the date of the Exercise Notice, then the Exercise Notice shall be null and void and the Company will have no obligation to deliver any shares of Common Stock to the Participant in connection with such Exercise Notice. Upon payment of all amounts due from the OptioneeParticipant, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to as directed by the Optionee Participant (or the person exercising the OptioneeParticipant’s Stock Option in the event of his the Participant’s death) or cause the Common Stock then being purchased to be electronically registered in the Optionee’s name (or the name of the person exercising the Optionee’s Stock Option in the event of his death), at its principal business office promptly after the Exercise Date. The obligation of the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the CompanyCommittee. If the Optionee Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the OptioneeParticipant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the OptioneeParticipant.

Manner of Exercise. Subject to such administrative regulations as Any exercisable portion of the Company may from time to time adopt, the Stock Option may be exercised solely by delivering to the Office of the Secretary of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 4.1: (a) notice in writing signed by the delivery 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 notice complying with all applicable rules established by the Committee; provided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of written notice this Agreement or the Plan; (b) full payment of the aggregate Option Price for the Shares with respect to which such Option or portion thereof is exercised (i) in cash (by check or wire transfer or a combination of the foregoing), (ii) a “net exercise” method whereby the Option Price for the Shares being exercised is satisfied by the Company withholding from the Shares otherwise issuable to the Company setting forth Optionee, that number of Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the product of (x) the Option Price and (y) the number of shares of Common Stock Shares with respect to which the Stock Option is being exercised, (iii) following the Lock-up Lapse Date and at all times thereafter, by delivery, to a licensed securities broker reasonably acceptable to the Company, of an irrevocable direction (in such form as reasonably suitable to such securities broker) to sell such number of Shares subject to the Option, and to deliver all or part of the sale proceeds to the Company, in each case as necessary for, and in payment of, the aggregate Option Price (it being understood that at all times before this Option expires in full, the Company will maintain and make available to Optionee a reasonably accessible process for the Optionee to use the exercise method described in this clause (iii), including designating a licensed securities broker reasonably acceptable to the Company), or (iv) any combination of the foregoing methods, as elected by the Optionee; (c) a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other Person then entitled to exercise such Option or portion thereof, stating that the Shares are being acquired for 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; provided, however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to 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) unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be exercisedbound by the terms and conditions of the Management Stockholders Agreement to the same extent as a Management Stockholder thereunder, as provided as Annex A to the date of exercise thereof Management Stockholders Agreement; (the “Exercise Date”e) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver full payment to the Company consideration with a value or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; provided, that, at the Optionee’s election, such withholding obligation may be satisfied by (i) the Company withholding from the Shares otherwise issuable to the Optionee that number of Shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, equal to such withholding tax obligation (but in no event more than the total Option Price minimum required tax withholding); provided, further, that, the Optionee’s right to elect such share withholding shall be subject to Section 4.3(b) of the shares to be purchasedManagement Stockholders Agreement as amended by Section 6.4 of this Agreement and any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, payable as follows: debt financing arrangements or other indebtedness of the Company or its Subsidiaries (a) cash, check, bank draft, including any such limitations resulting from the Company’s Subsidiaries being prohibited or money order payable prevented from distributing to the order Company sufficient proceeds or funds to enable the Company to repurchase Shares in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements); (ii) following the Lock-up Lapse Date and at all times thereafter, by delivery, to a licensed securities broker reasonably acceptable to the Company, of an irrevocable direction (bin such form as reasonably suitable to such securities broker) to sell such number of Shares subject to the Option, and to deliver all or part of the sale proceeds to the Company, in each case as necessary for, and in payment of, any amounts the Company is required by law to withhold upon the exercise of the Option (it being understood that at all times before this Option expires in full, the Company will maintain and make available to Optionee a reasonably accessible process for the Optionee to use the withholding method described in this clause (ii), including designating a licensed securities broker reasonably acceptable to the Company); or (iii) any combination of the foregoing methods, as elected by the Optionee; and (f) in the event the Option or portion thereof shall be exercised pursuant to Section 5.1 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, any subsequent transfer of Shares shall, in all cases, be subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Shares acquired on exercise of the Option does not violate the Securities Act, and may, in its reasonable discretion, issue stop-transfer orders covering such Shares. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the subsequent transfer of the Shares to be issued pursuant to such exercise has been registered under the Securities Act, and such registration is then effective in respect of such Shares. Following the Lock-up Lapse Date and at all times thereafter, and notwithstanding any provision of this Section 5.3 to the contrary, (x) if the CompanyOptionee elects to have all or any portion of either the Option Price and/or any applicable tax withholding satisfied through broker-assisted exercise under clause (iii) of Section 5.3(b) and/or clause (ii) of Section 5.3(e), then the Committee, in its sole discretion, so consents in writing, Common Stock (including restricted stock) owned by may require that the Optionee on elect broker-assisted exercise to pay 100% of the Exercise Date, valued at its fair market value on applicable tax withholding and Option Price for the Exercise Date, and which portion of the Optionee has not acquired from the Company within six (6) months prior to the Exercise DateOption being so exercised, (cy) if the CompanyOptionee elects to have all or any portion of the Option Price and/or any applicable tax withholding satisfied through net settlement under clause (ii) of Section 5.3(b) and/or clause (i) of Section 5.3(e), the Committee, in its sole discretion, so consents may require that the Optionee instead satisfy all or any portion of such payment obligations pursuant to clause (iii) of Section 5.3(b) and clause (ii) of Section 5.3(e), and (z) notwithstanding the foregoing in writingthis sentence, by delivery (including by FAXA) if the Company’s policies regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions or other applicable laws or requirements otherwise would prohibit the use of broker-assisted exercise at the time of exercise, then in no event will the Committee be permitted to require that the Optionee elect broker-assisted exercise as to all or any portion of the Option Price and/or any applicable tax withholding, and (B) if the Company otherwise would be limited or its designated agent prohibited by Section 4.3 of an executed irrevocable option exercise form together with irrevocable instructions the Management Stockholders Agreement or any other agreements or requirements from permitting the Optionee to a broker satisfy all or dealer, reasonably acceptable to the Company, to sell certain any portion of the shares of Common Stock purchased upon exercise Option Price and/or any applicable tax withholding through net settlement, then in no event will the Committee be permitted to require that the Optionee elect net settlement as to all or any portion of the Stock Option or Price and/or any applicable tax withholding. If the Option Price and/or any applicable tax withholding is satisfied by an irrevocable direction to pledge such shares as collateral for a loan and promptly deliver to licensed securities broker, the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Company in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of restricted stock used as consideration therefor shall Optionee will be subject to the same restrictions and provisions as the restricted stock so tendered. Upon payment of all amounts due from the OptioneeCompany’s policies regarding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions, the Company shall either cause certificates for the Common Stock then being purchased to be delivered to the Optionee (or the person exercising applied in a nondiscriminatory manner, which may affect the Optionee’s Stock ability to acquire or sell Shares or rights to Shares under the Plan (e.g., the Option). By acceptance of the Option in granted hereunder, the event of his death) or cause the Common Stock then being purchased to be electronically registered in Optionee certifies the Optionee’s name (or understanding of and intent to fully comply with the name of the person exercising the Optionee’s Stock Option standards contained in the event of his death), promptly after the Exercise Date. The obligation of Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies (and related policies and procedures adopted by the Company to deliver or register such shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine and applied in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Company. If the Optionee fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, then that portion of the Optionee’s Stock Option and right to purchase such Optioned Shares may be forfeited by the Optioneenondiscriminatory manner).