Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. Subject to the foregoing, the Option may be exercised in whole or in part from time to time by serving written notice of exercise on the Corporation at its principal office within the Option period. The notice shall state the number of Shares as to which the Option is being exercised and shall be accompanied by payment of the exercise price. Payment of the exercise price shall be made; (A) in cash (including bank check, personal check or money order payable to the Corporation), (B) with the approval of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination of the methods of payment described above.

Method of Exercise of Option. (a) Subject to the foregoingterms and conditions of this Agreement, the Option may shall be exercised exercisable by notice in whole or the manner set forth in part from time Exhibit A hereto (the "NOTICE") and provision for payment to time by serving written notice of exercise on the Corporation at its principal office within in accordance with the procedure prescribed herein. Each such Notice shall: (i) state the election to exercise the Option period. The notice shall state and the number of Shares with respect to which it is being exercised; (ii) contain a representation and agreement as to which investment intent, if required by the Committee with respect to such Shares, in a form satisfactory to the Committee; (iii) be signed by the Participant or the person or persons entitled to exercise the Option and, if the Option is being exercised and shall by any person or persons other than the Participant, be accompanied by payment proof satisfactory to the Committee of the exercise price. Payment of the exercise price shall be made; (A) in cash (including bank check, personal check or money order payable to the Corporation), (B) with the approval of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise right of such Option Shares having a Fair Market Value on other person or persons to exercise the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (Div) through a special sale and remittance procedure include payment of the full purchase price for the shares of Class A Stock to be purchased pursuant to such exercise of the Option; and (v) be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which Optionee is not a regular business day at the Corporation's executive office then such Notice must be received at such office on or before the last regular business day prior to such date of expiration. (b) Payment of the purchase price of any shares of Class A Stock, in respect of which the Option shall be exercised, shall be made by the Participant or any other such person or persons permitted to exercise at the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld place specified by the Corporation on the date the Notice is received by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination of the methods of payment described above.the

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the Option may be exercised in whole or in part from time to time by serving delivering written notice of exercise on to the Corporation Company, at its principal office within office, addressed to the Option period. The attention of the President, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the Option Shares purchased pursuant to the exercise price of the Option shall be made; made in whole or in part either: (Ai) in cash (including bank check, personal or by check or money order payable to the Corporation), (B) with the approval order of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and Company; (ii) to the Corporation extent permitted by applicable law and agreed to by the Company, by the delivery to the Company of a promissory note of the person exercising the Option, in which such person promises to pay the Option Price to the Company on such terms (including, without limitation, payment of interest) as shall be agreed to by the Company; (iii) to the extent permitted by applicable law through the tender to the Company of shares of the Company previously acquired by the Optionee and held for a period of at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined by the Board of Directors of the Company) on the date of exercise; or (iv) by a combination of the foregoing methods. If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided above, the Company shall deliver to the person exercising the Option a certificate or certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination Option Shares being purchased. Upon acceptance of payment of the methods Option Price by the Company, Optionee shall execute the Operating Agreement of payment described abovethe Company then in effect (the "Operating Agreement") and shall become subject to all of the rights, restrictions and limitations of a shareholder of the Company.

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the Option may be exercised in whole or in part from time to time by serving delivering written notice of exercise on the Corporation to S1C, at its principal office within office, addressed to the attention of the Stock Option period. The Committee of the Board of Directors of S1C, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and except as provided herein, shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise price of an Option shall be made; made (Ai) in cash or in cash equivalents; (including bank check, personal check or money order payable ii) through the tender to the Corporation), Company of shares of Stock that have been held by the Optionee for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (Bdetermined in the manner described in Section 9 above) with on the approval date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of the Corporation (which may be given in its sole discretion), by delivering option are delivered to the Corporation Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for cancellation the shares of Stock for which the Corporation’s Common Stock already owned by Optionee having a Fair Market Value Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (as defined in or cash equivalents acceptable to the PlanCompany) equal to the full exercise price Option Price for the shares of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing Stock purchased pursuant to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such the Option Shares having a Fair Market Value on plus the date amount (if any) of exercise equal federal and other taxes that the Company, may, in its judgment, be required to withhold with respect to the aggregate exercise price payable upon exercise of such the Option; ; or (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (Eiv) by any a combination of the methods described in (i), (ii), and (iii); provided, however, that the Board may in its discretion impose and set forth in the Option Agreement such limitations or prohibitions on the use of payment described shares of Stock to exercise Options as it deems appropriate. Option Price need not accompany the written notice of exercise provided the notice of exercise directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered to a licensed broker acceptable to S1C as the agent for the Optionee and, at the time such Stock certificate or certificates are delivered, the broker tenders to S1C cash (or cash equivalents acceptable to S1C) equal to the Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and/or other taxes which S1C may, in its judgment, be required to withhold with respect to the exercise of the Option. If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, S1C shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. If (a) the Option is exercised prior to the date that is six months from the Grant Date and (b) the individual exercising the Option is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, as amended, then such certificate or certificates shall bear a legend restricting the transfer of the Stock covered thereby until the expiration of six months from the Grant Date.

Method of Exercise of Option. Subject to the foregoing, Any vested portion of the Option may be exercised in whole by the Participant’s delivery of a written or in part from time to time by serving written electronic notice of exercise on (in a form acceptable to the Corporation) to the Secretary of the Corporation at (or its principal office within the Option period. The notice shall state designee), setting forth the number of Shares as with respect to which the Option is being exercised and shall to be exercised, accompanied by full payment of the exercise priceaggregate Exercise Price and any Tax-Related Items (as defined in Section 7 below). Payment of the exercise price The Exercise Price shall be madepayable to the Corporation by one or more following methods: (a) by check; (Ab) in cash (including bank check, personal check or money order payable through irrevocable instructions from the Participant to the Corporation),’s designated broker or other broker permitted by the Corporation to remit funds required to satisfy all or a portion of the Exercise Price to the Corporation under a broker-assisted cashless exercise; provided, however, that the Participant shall be permitted to engage an individual broker in connection with the cashless exercise contemplated under this Section 4(b) to the extent the Participant has adopted an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Act (a “10b5-1 Trading Plan”) with respect to transactions involving the Option and/or Shares subject to the Option; or (Bc) with if so permitted by the approval Administrator in its sole discretion, by a reduction in the number of Shares otherwise deliverable pursuant to the Option or by delivery of previously owned shares of Common Stock. As soon as practicable after receipt of the Participant’s written notice of exercise and full payment of the Exercise Price and any Tax-Related Items, the Corporation shall deliver to the Participant Share certificates (which may be given in its sole discretion), by delivering book entry form) representing the Shares underlying the exercised Option. The Corporation will not be obligated to the Corporation for cancellation shares deliver any Shares unless and until it receives full payment of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale Exercise Price and remittance procedure pursuant to which Optionee (or any Tax-Related Items and any other person or persons permitted conditions to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination of the methods of payment described abovehave been satisfied.

Method of Exercise of Option. Subject to the foregoing, the The Option may be exercised in whole or in part from time to time by serving means of written notice of exercise on to the Corporation at its principal office within Company in a form provided by the Option period. The notice shall state Company specifying the number of Option Shares to be purchased, accompanied by payment in full of the aggregate Option Exercise Price of the Common Stock as to which the such Option is being shall be exercised and shall be accompanied by payment of the exercise price. Payment of the exercise price shall be made; any applicable withholding taxes (Ai) in cash (including bank or by check, personal check or money order payable (ii) subject to the Corporation), (B) with terms and conditions of applicable law, including but not limited to the approval ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, by delivery of a promissory note of the Corporation Optionee bearing interest at the applicable federal rate, (which may be given in its sole discretion)iii) at the discretion of the Administrator, by delivering to the Corporation for cancellation means of a cashless exercise procedure either through a broker or, through withholding of shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full otherwise issuable upon exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to Option that have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a an aggregate Fair Market Value on the date of surrender in an amount sufficient to pay the aggregate Option Exercise Price of the Common Stock as to which such Option shall be exercised and/or the minimum statutory withholding taxes, with respect thereto, (iv) in the form of unrestricted shares of Common Stock already owned by the Optionee which, (x) in the case of unrestricted shares of Common Stock acquired upon exercise of an option, have been owned by Optionee for more than six months on the date of surrender, and (y) have an aggregate Fair Market Value on the date of surrender equal to the aggregate exercise price payable upon exercise Option Exercise Price of such Option; (D) through a special sale and remittance procedure pursuant the Common Stock as to which Optionee such Option shall be exercised and/or the minimum statutory withholding taxes with respect thereto, or (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (Ev) by any combination other means of exercise authorized from time to time in the methods of payment described abovePlan and/or by the Board.

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the Option may be exercised in whole or in part from time to time by serving delivering written notice of exercise on to the Corporation Company, at its principal office within office, addressed to the Option period. The attention of the President, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the Option Shares purchased pursuant to the exercise price of the Option shall be made; made in whole or in part either: (Ai) in cash (including bank check, personal or by check or money order payable to the Corporation), (B) with the approval order of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and Company; (ii) to the Corporation extent permitted by applicable law and agreed to by the Company, by the delivery to the Company of a promissory note of the person exercising the Option, in which such person promises to pay the Option Price to the Company on such terms (including, without limitation, payment of interest) as shall be agreed to by the Company; (iii) to the extent permitted by applicable law through the tender to the Company of shares of the Company previously acquired by Optionee and held for a period of at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined by the Board of Directors of the Company) on the date of exercise; or (iv) by a combination of the foregoing methods. If the person exercising the Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Promptly after exercise of the Option as provided above, the Company shall deliver to the person exercising the Option a certificate or certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination Option Shares being purchased. Upon acceptance of payment of the methods Option Price by the Company, Optionee shall execute the Operating Agreement of payment described abovethe Company then in effect (the "Operating Agreement") and shall become subject to all of the rights, restrictions and limitations of a shareholder of the Company.

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the an Option that is exercisable hereunder may be exercised in whole or in part from time by delivery to time by serving written notice of exercise on the Corporation on any business day, at its principal office within addressed to the Option period. The attention of the Board, of written notice of exercise, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise price of the Option shall be made; made (Aa) in cash (including bank check, personal or by check or money order payable to the Corporation), (B) with the approval order of the Corporation Corporation; (which may be given in its sole discretion), by delivering b) through the tender to the Corporation for cancellation of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in the manner described in Section 9 of the Plan) on the date of exercise; or (c) by a combination of the methods described in (a) and (b) hereof. Shares of Stock acquired by the Optionee through exercise of an Option may be surrendered in payment of the exercise price of Options. On and after the date shares of Stock are publicly traded on an established securities market, payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the Stock certificate or certificates for the shares for which the Option is exercised be delivered to a licensed broker acceptable to the Corporation as the agent for the individual exercising the Option and, at the time such Stock certificate or certificates are delivered, the broker tenders to the Corporation cash (or cash equivalents acceptable to the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the Option Price. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Promptly after the exercise of an Option and the payment in full exercise price of the Shares being acquired, (C) with the approval Option Price of the Corporation (which may shares of Stock covered thereby, the Optionee shall be given in its sole discretion), by electing entitled to the issuance of a Stock certificate or certificates evidencing such individual’s ownership of such shares. The Optionee shall have none of the Corporation retain from rights of a stockholder until the number shares of Shares to be Stock covered hereby are fully paid and issued to the Optionee upon and, except as provided in Section 9 hereof, no adjustment shall be made for dividends or other rights for which the exercise of such Option Shares having a Fair Market Value on record date is prior to the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination of the methods of payment described aboveissuance.

Method of Exercise of Option. (a) Subject to the foregoingrelevant provisions of the Plan, the Employee shall exercise the Option may be exercised in whole with respect to all or in part from time any number of full Available Option Shares then subject to time exercise by serving written notice to the Committee in the form attached hereto. Such notice shall either be accompanied by (i) a certified check, bank draft, postal or express money order, personal check (if approved by the Committee), or Shares previously acquired by the Employee in full payment of exercise on the Corporation at its principal office within Exercise Price of the Available Option Shares to be purchased; or (ii) a statement, in substantially the form attached hereto directing that (A) the certificates for the Available Option Shares for which the Option period. The notice is exercised be delivered to a licensed broker acceptable to the Company as the agent for the individual exercising the Option and (B) at the time such certificate or certificates are delivered, the broker shall state tender to the number Company cash (or cash equivalents acceptable to the Company) equal to the Exercise Price for the Available Option Shares purchased pursuant to the exercise of Shares as the Option plus the amount (if any) of federal and/or other taxes which the Company may in its judgment, be required to which withhold with respect to the exercise of the Option. (b) If the Option is being exercised and by the Employee’s Beneficiary, the Beneficiary’s notice of exercise to the Committee shall be accompanied by payment proof satisfactory to the Committee of the exercise price. Payment of the exercise price shall be made; (A) in cash (including bank check, personal check or money order payable to the Corporation), (B) with the approval of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of the Corporation’s Common Stock already owned by Optionee having a Fair Market Value (as defined in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise right of such Option Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price payable upon exercise of such Option; (D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted Beneficiary to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect Option under this Agreement, the immediate sale of the purchased shares Plan and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income laws and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (E) by any combination of the methods of payment described aboveregulations.

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the Option may be exercised in whole or in part from time to time by serving delivering written notice of exercise on the Corporation to S1C, at its principal office within office, addressed to the attention of the Stock Option period. The Committee of the Board of Directors of S1C, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and except as provided herein, shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise price of an Option shall be made; made (Ai) in cash or in cash equivalents; (including bank check, personal check or money order payable ii) through the tender to the Corporation), (B) with the approval Company of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of Stock that have been held by the Corporation’s Common Stock already owned by Optionee having a Fair Market Value for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (as defined determined in the manner described in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the aggregate exercise price payable upon Option Price for the shares of Stock purchased pursuant to the exercise of such Option; the Option plus the amount (Dif any) through a special sale of federal and remittance procedure pursuant other taxes that the Company, may, in its judgment, be required to which Optionee (or any other person or persons permitted withhold with respect to the exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and Option; or (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (Eiv) by any a combination of the methods described in (i), (ii), and (iii); provided, however, that the Board may in its discretion impose and set forth in the Option Agreement such limitations or prohibitions on the use of payment described shares of Stock to exercise Options as it deems appropriate. If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of exercise appropriate proof of his or her right to exercise the Option. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, S1C shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. If (a) the Option is exercised prior to the date that is six months from the Grant Date and (b) the individual exercising the Option is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, as amended, then such certificate or certificates shall bear a legend restricting the transfer of the Stock covered thereby until the expiration of six months from the Grant Date.

Method of Exercise of Option. Subject to the foregoingterms and conditions of this Option Agreement, the Option may be exercised in whole or in part from time to time by serving delivering written notice of exercise on to the Corporation Corporation, at its principal office within office, addressed to the Option period. The attention of the Board of Directors of the Corporation, which notice shall state specify the number of Shares as to shares for which the Option is being exercised exercised, and except as provided herein, shall be accompanied by payment in full of the exercise priceOption Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise price of an Option shall be made; made (Ai) in cash or in cash equivalents; (including bank check, personal check or money order payable ii) through the tender to the Corporation), (B) with the approval Company of the Corporation (which may be given in its sole discretion), by delivering to the Corporation for cancellation shares of Stock that have been held by the Corporation’s Common Stock already owned by Optionee having a Fair Market Value for at least six months, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (as defined determined in the manner described in the Plan) equal to the full exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion), by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon the exercise of such Option Shares having a Fair Market Value on the date of exercise; (iii) by delivering a written direction to the Company that the Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of the option are delivered to the Corporation by a broker upon receipt of stock certificates from the Corporation) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Corporation whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to the Corporation cash (or cash equivalents acceptable to the Corporation) equal to the aggregate exercise price payable upon Option Price for the shares of Stock purchased pursuant to the exercise of such Option; the Option plus the amount (Dif any) through a special sale of federal and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to taxes that the Corporation, out may, in its judgment, be required to withhold with respect to the exercise of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and Option; or (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (Eiv) by any a combination of the methods described in (i), (ii), and (iii). If the person exercising the Option is not the Optionee, such person shall also deliver with the notice of payment described exercise appropriate proof of his or her right to exercise the Option. An attempt to exercise the Option granted hereunder other than as set forth above shall be invalid and of no force and effort. Promptly after exercise of the Option as provided for above, the Corporation shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased. If (a) the Option is exercised prior to the date that is six months from the Grant Date and (b) the individual exercising the Option is a reporting person under Section 16(a) of the Securities Exchange Act of 1934, as amended, then such certificate or certificates shall bear a legend restricting the transfer of the Stock covered thereby until the expiration of six months from the Grant Date.

Method of Exercise of Option. Subject to the foregoing, the (a) The Option may be exercised by delivering to the Company an executed stock option exercise agreement in whole the form attached hereto as Exhibit A, or in part such other form as may be approved by the Administrator from time to time by serving written notice of (the "Exercise Agreement"), which shall set forth, inter alia, (i) Optionee's election to exercise on the Corporation at its principal office within the Option period. The notice shall state Option, (ii) the number of Shares shares of Common Stock being purchased and (iii) any representations, warranties and agreements regarding Optionee's investment intent and access to information as may be required by the Company to which the Option is being exercised comply with applicable securities laws, and shall be accompanied by payment in full of the aggregate Exercise Price of the shares being purchased. If someone other than the Optionee exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise price. the Option. (b) The Option may not be exercised unless the stockholders of the Company have approved the Plan and such exercise is in compliance with all applicable federal and state securities law, as they are in effect on the date of exercise. (c) Payment of the exercise price shall aggregate Exercise Price for Option Shares being purchased and any applicable withholding taxes may be made; made (Ai) in cash (including bank or by check, personal check or money order payable to (ii) by means of a cashless exercise procedure either through a broker or, at the Corporation), (B) with the approval discretion of the Corporation (which may be given in its sole discretion)Administrator, by delivering to the Corporation for cancellation through withholding of shares of the Corporation’s Common Stock otherwise issuable upon exercise of the Option in an amount sufficient to pay the aggregate Option Exercise Price and/or any applicable withholding taxes, (iii) in the form of unrestricted Shares already owned by the Optionee having a Fair Market Value which, (as defined x) in the Plan) equal to the full case of unrestricted Shares acquired upon exercise price of the Shares being acquired, (C) with the approval of the Corporation (which may be given in its sole discretion)an option, have been owned by electing to have the Corporation retain from the number of Shares to be issued to the Optionee upon for more than six months on the exercise date of such Option Shares having a surrender, and (y) have an aggregate Fair Market Value on the date of exercise surrender equal to the aggregate exercise price payable upon exercise Exercise Price of such Option; (D) through a special sale and remittance procedure pursuant the Shares as to which Optionee such Option shall be exercised, or (or any other person or persons permitted to exercise the option) shall concurrently provide irrevocable instructions (i) to a Corporation designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale; or (Eiv) by any combination other means of exercise authorized from time to time in the methods of payment described abovePlan and/or by the Board.