Common use of Method of Exercise of Option Clause in Contracts

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this award.

Method of Exercise of Option. Subject to the provisions terms and conditions of this Option Agreement, the Option may be exercised by delivering written notice of exercise to the Company, at its principal office, addressed to the attention of the Plan Board, which notice shall specify the number of shares for which the Option is being exercised, and Section 4 hereofshall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised, except as provided below. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise price of Common Stock acquired pursuant to an the Option shall be paid, to the extent permitted by applicable statutes and regulations, either made (i) in cash or in cash equivalents; (ii) through the tender to the Company 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 (as determined in good faith by certified the Board of Directors of the Company) on the date of exercise, provided that the Stock being exchanged must have been held by the Optionee for at least six (6) months; (iii) in the event that the Stock is listed on an established national or bank check at regional stock exchange, is admitted to quotation on the time National Association of Securities Dealers Automated Quotation System, or is publicly traded in an established securities market, 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 or (ii) in the discretion of the Committee, upon will be delivered to such terms broker as the Committee shall approveagent for the individual exercising the Option, and the exercise price may be paid: (A) by delivery broker will deliver to the Corporation of other Common Stock, duly endorsed for transfer Company cash (or cash equivalents acceptable to the Corporation, with a Fair Market Value on the date of delivery Company) equal to the exercise price (or portion thereof) due Option Price for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal purchased pursuant to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock Option plus the amount (if any) of federal and other taxes that the Corporation that have been held for more than six months (or such longer or shorter period of time Company, may, in its judgment, be required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited withhold with respect to this awardthe exercise of the Option; or (iv) by a combination of the methods described in (i), (ii), and (iii) above. Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure. 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 for above, the Company shall deliver to the person exercising the Option a certificate or certificates for the shares of Stock being purchased.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price Exercise Price of any Common Stock acquired pursuant to an the Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price Exercise Price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such the Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardthe Option.

Method of Exercise of Option. Subject (1) Unless the Board determines otherwise, to exercise the vested portion of the Option, the Optionee shall provide notice of exercise in such form and such manner as may be designated by the Company (which may be electronic) to the provisions of Company stating the Plan and Section 4 hereofOptionee’s intention to exercise the Option, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in specifying the number of shares of Common Stock otherwise deliverable upon as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to complete the purchase. Delivering a notice of intent to exercise by itself does not constitute exercise of such Option with a Fair Market Value equal to the aggregate exercise price at Option; the time Optionee must also deliver payment of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price Exercise Price for the shares of Common Stock acquired pursuant set forth in the notice of intent to an exercise together with such additional documents as the Company may then require. The Option that is paid by delivery shall not be deemed to have been exercised (or attestationi.e., the exercise date shall not be deemed to have occurred) to until the Corporation notice of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares such exercise and payment in full of the Common Stock Exercise Price are provided. For purposes of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during if the exercise date falls on a weekend or any period for other day on which The NASDAQ Stock Market LLC (“NASDAQ”) or any national securities exchange on which the Common Stock then is publicly principally traded (i.e.the “Exchange”) is closed for trading, the applicable portion of the Option shall be exercised on the first following day that NASDAQ or the Exchange is open for trading. (2) Unless the Board determines otherwise in its sole discretion, on or before the date specified for completion of the purchase of shares of Common Stock pursuant to the Option, the Optionee shall pay the Company the Exercise Price of such shares of Common Stock pursuant to one of the following methods of exercise: (i) cash payment; (ii) by delivery of a sufficient number of whole shares of Common Stock the Optionee already owned for a period of at least six (6) months having a market value equal to the Exercise Price; (iii) by authorizing the sale of a sufficient number of whole shares of Common Stock that otherwise would be deliverable upon the exercise of the Option having a market value equal to the Exercise Price; or (iv) via a broker-assisted cashless exercise procedure through a broker-dealer approved for such purposes of the Company. In cases where the Optionee utilizes the “sell to cover” arrangement set forth in 2(iii) above and the market value of the number of whole shares of Common Stock sold is listed on any established stock exchange greater than the aggregate Exercise Price, the Company or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit the third party broker/administrator engaged by the Corporation, directly or indirectly, in violation Company for purposes of Section 402(a) of administering awards granted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Plan (codified as Section 13(k) of the Exchange Act“TPA”) shall be prohibited with respect make a cash payment to this awardthe Optionee equal to the difference as soon as administratively practicable.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this award.

Method of Exercise of Option. Subject To the extent that the Participant desires to exercise a portion of the Option that is then vested, the Participant shall deliver to the provisions Corporation an executed Exercise Agreement in substantially the form attached hereto as Exhibit A and satisfy the other exercise procedures described below. The Participant also has the right, until the date that is ninety (90) days after the Award Date (the "UNVESTED EXERCISE DEADLINE"), to exercise the unvested portion of the Plan and Section 4 hereofOption. After the Unvested Exercise Deadline, the exercise price of Common Stock acquired pursuant to an Option shall may only be paid, exercised to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at that it is then vested. To the time extent that the Participant desires to exercise a portion of the Option that is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approvenot vested, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer Participant shall deliver to the Corporation, on or before the Unvested Exercise Deadline, an executed Exercise Agreement in substantially the form attached hereto as Exhibit B and satisfy the other exercise procedures described below. The applicable form of Exercise Agreement is referred to as the "EXERCISE AGREEMENT." The Option is exercisable (whether the exercise is with a Fair Market Value on the date of delivery equal respect to the exercise price (vested or the unvested portion thereofof the Option, as described above) due for by the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives Secretary of the Corporation of a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in written notice stating the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to be purchased pursuant to the aggregate exercise price Option and accompanied by: - delivery of an executed Exercise Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable (see the Exercise Agreement discussion above), or such other form as the Committee may require from time to time; - delivery of an executed Securityholders Agreement in substantially the form attached hereto as Exhibit C or such other form as the Committee may require from time to time (the "SECURITYHOLDERS AGREEMENT"); - payment in full for the Exercise Price of the shares to be purchased, in cash or by electronic funds transfer to the Corporation, or by certified or cashier's check payable to the order of the Corporation subject to such specific procedures or directions as the Committee may establish; - satisfaction of the tax withholding provisions of Section 4.4 of the Plan; and - any written statements or agreements required pursuant to Section 4.3 of the Plan. The Committee also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, or (D) in any other form of legal consideration that the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be acceptable paid in full or in part by delivery to the Committee. The purchase price Corporation of: - shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired pursuant to an Option that is paid by delivery (or attestation) to directly from the Corporation (upon exercise of other Common Stock acquired, directly a stock option or indirectly from otherwise) must have been owned by the Corporation, shall Participant for at least six (6) months before they can be paid only by shares used in connection with an exercise of the Common Stock Option; and/or - a note meeting the requirements of Section 1.6 of the Corporation that have been held for more than six months Plan (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectlyor, in violation the case of tax loans, Section 402(a) 4.4.2 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardPlan).

Method of Exercise of Option. Subject (1) Unless the Board determines otherwise, to exercise the vested portion of the Option, the Optionee shall provide notice of exercise in such form and such manner as may be designated by the Company (which may be electronic) to the provisions of Company stating the Plan and Section 4 hereofOptionee’s intention to exercise the Option, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in specifying the number of shares of Common Stock otherwise deliverable upon as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to complete the purchase. Delivering a notice of intent to exercise by itself does not constitute exercise of such Option with a Fair Market Value equal to the aggregate exercise price at Option; the time Optionee must also deliver payment of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price Exercise Price for the shares of Common Stock acquired pursuant set forth in the notice of intent to an exercise together with such additional documents as the Company may then require. The Option that is paid by delivery shall not be deemed to have been exercised (or attestationi.e., the exercise date shall not be deemed to have occurred) to until the Corporation notice of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares such exercise and payment in full of the Common Stock Exercise Price are provided. For purposes of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during if the exercise date falls on a weekend or any period for other day on which The NASDAQ Stock Market LLC (“NASDAQ”) or any national securities exchange on which the Common Stock then is publicly principally traded (i.e.the “Exchange”) is closed for trading, the applicable portion of the Option shall be exercised on the first following day that NASDAQ or the Exchange is open for trading. (2) Unless the Board determines otherwise in its sole discretion, on or before the date specified for completion of the purchase of shares of Common Stock pursuant to the Option, the Optionee shall pay the Company the Exercise Price of such shares of Common Stock pursuant to one of the following methods of exercise: (i) cash payment; (ii) by delivery of a sufficient number of whole shares of Common Stock the Optionee already owned for a period of at least six (6) months having a market value equal to the Exercise Price; (iii) by authorizing the sale of a sufficient number of whole shares of Common Stock that otherwise would be deliverable upon the exercise of the Option having a market value equal to the Exercise Price; or (iv) via a broker-assisted cashless exercise procedure through a broker-dealer approved for such purposes of the Company. In cases where the Optionee utilizes the “sell to cover” arrangement set forth in 2(iii) above and the market value of the number of whole shares of Common Stock sold is listed on any established stock exchange greater than the aggregate Exercise Price, the Company or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit the third party broker/administrator engaged by the Corporation, directly or indirectly, in violation Company for purposes of Section 402(a) of administering awards granted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Plan (codified as Section 13(k) of the Exchange Act"TPA") shall be prohibited with respect make a cash payment to this awardthe Optionee equal to the difference as soon as administratively practicable.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 6 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such reasonable terms as the Committee shall approve, the exercise price may be paid, in the discretion of the Grantee: (A) by delivery to the Corporation Company of other Common Stock, duly endorsed for transfer to the CorporationCompany, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker, if such a program is in place; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an the Option that is paid by delivery (or attestation) to the Corporation Company of other Common Stock acquired, directly or indirectly from the CorporationCompany, shall be paid only by shares of the Common Stock of the Corporation Company that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by the Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the CorporationCompany, directly or indirectly, in violation of Section 402(a) of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this award.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price of Common Stock acquired pursuant to an The Option shall be paidexercisable by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • an executed Option Exercise and Ordinary Share Purchase Agreement (stating the number of Ordinary Shares to be purchased pursuant to the Option) in substantially the form attached hereto as Exhibit A or such other form as the Administrator may require from time to time (the “Exercise Agreement”), • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value on the exercise date; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent permitted by applicable statutes and regulationsso authorized, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) paid in full or in part by delivery to the Corporation Company of: • Ordinary Shares already owned by the Grantee, valued at their fair market value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of other Common Stock, duly endorsed an option or otherwise) must have been owned by the Grantee for transfer to the Corporation, with a Fair Market Value on at least six (6) months before the date of delivery equal to such exercise; and/or • if the exercise price (Ordinary Shares are then registered under the Exchange Act and listed or portion thereof) due for the number of shares being acquired, quoted on an internationally recognized securities exchange or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal NASDAQ National Market Quotation System, irrevocable instructions to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable broker to, upon exercise of such the Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option with a Fair Market Value equal and deliver to the aggregate exercise price at Company the time amount necessary to pay the Exercise Price (and, if applicable, the amount of exercise, or (D) in any other form related tax withholding obligations). The Option will qualify as an ISO only if it meets all of legal consideration that the applicable requirements of the Code. The Option may be acceptable to rendered a nonqualified stock option if the Committee. The purchase price Administrator permits the use of Common Stock acquired pursuant to an Option that is paid by delivery (one or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares more of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇non-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardcash payment alternatives referenced above.

Method of Exercise of Option. Subject The Option may be exercised to the provisions extent that it has become exercisable hereunder by (a) exercise through the Company’s approved broker for such exercises, or (b) delivery to the Company on any business day, at its principal office addressed to the attention of the Plan Committee, of written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised, and Section 4 hereof, shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the Common Shares purchased pursuant to the exercise price of Common Stock acquired pursuant to an the Option shall be paid, to the extent permitted by applicable statutes and regulations, either made (ia) in cash or by certified or bank check at payable to the time order of the Company; (b) through the tender to the Company of Common Shares, which shares shall be valued, for purposes of determining the extent to which the Option is exercised or (ii) in the discretion of the CommitteePrice has been paid thereby, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a at their Fair Market Value on the date of delivery exercise; or (c) by a combination of the methods described in (a) and (b). Payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the Common Shares certificate or certificates for the shares for which the Option is exercised be delivered to the Company approved broker for such exercises as the agent for the Optionee and, at the time such Common Shares are delivered, the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the exercise price (or portion thereof) due for Option Price plus the number amount, if any, of shares being acquiredfederal and/or other taxes which the Company may, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal in its judgment, be required to withhold with respect to the exercise price (of the Option. An attempt to exercise the Option granted other than as set forth above shall be invalid and of no force or portion thereof) and receives a number effect. Promptly after the exercise of shares of Common Stock equal to the difference between the number of shares thereby purchased Option and the number payment in full of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares Price of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e.Shares covered thereby, the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) Optionee shall be prohibited with respect entitled to, as applicable, (a) the issuance of a certificate for Common Shares or certificates evidencing the Optionee’s ownership of such shares or (b) direct registration for such shares or (c) electronic transfer of such shares to this awarda Company-approved broker.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price of Common Stock acquired pursuant to an The Option shall be paidexercisable by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: • an executed Option Exercise and Ordinary Share Purchase Agreement (stating the number of Ordinary Shares to be purchased pursuant to the Option) in substantially the form attached hereto as Exhibit A or such other form as the Administrator may require from time to time (the “Exercise Agreement”), • payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value on the exercise date; • any written statements or agreements required pursuant to Section 8.1 of the Plan; and • satisfaction of the tax withholding provisions of Section 8.5 of the Plan. The Administrator also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent permitted by applicable statutes and regulationsso authorized, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) paid in full or in part by delivery to the Corporation Company of: • Ordinary Shares already owned by the Grantee, valued at their fair market value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of other Common Stock, duly endorsed an option or otherwise) must have been owned by the Grantee for transfer to the Corporation, with a Fair Market Value on at least six (6) months before the date of delivery equal to such exercise; and/or • if the exercise price (Ordinary Shares are then registered under the Exchange Act and listed or portion thereof) due for the number of shares being acquired, quoted on an internationally recognized securities exchange or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable NASDAQ National Market Quotation System, irrevocable instructions to a broker to, upon exercise of such the Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option with a Fair Market Value equal and deliver to the aggregate exercise price at Company the time of exerciseamount necessary to pay the Exercise Price (and, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e.if applicable, the Common Stock is listed on amount of any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardrelated tax withholding obligations).

Method of Exercise of Option. Subject To the extent that the Participant desires to exercise a portion of the Option that is then vested, the Participant shall deliver to the provisions Corporation an executed Exercise Agreement in substantially the form attached hereto as Exhibit A and satisfy the other exercise procedures described below. The Participant also has the right, until the date that is ninety (90) days after the Award Date (the "UNVESTED EXERCISE DEADLINE"), to exercise the unvested portion of the Plan and Section 4 hereofOption. After the Unvested Exercise Deadline, the exercise price of Common Stock acquired pursuant to an Option shall may only be paid, exercised to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at that it is then vested. To the time extent that the Participant desires to exercise a portion of the Option that is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approvenot vested, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer Participant shall deliver to the Corporation, on or before the Unvested Exercise Deadline, an executed Exercise Agreement in substantially the form attached hereto as Exhibit B and satisfy the other exercise procedures described below. The applicable form of Exercise Agreement is referred to as the "EXERCISE AGREEMENT." The Option is exercisable (whether the exercise is with a Fair Market Value on the date of delivery equal respect to the exercise price (vested or the unvested portion thereofof the Option, as described above) due for by the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives Secretary of the Corporation of a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in written notice stating the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to be purchased pursuant to the aggregate exercise price Option and accompanied by: - delivery of an executed Exercise Agreement in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable (see the Exercise Agreement discussion above), or such other form as the Committee may require from time to time; - delivery of an executed Election Agreement in substantially the form attached hereto as Exhibit C or such other form as the Committee may require from time to time (the "ELECTION AGREEMENT"); - delivery of an executed Securityholders Agreement in substantially the form attached hereto as Exhibit D or such other form as the Committee may require from time to time (the "SECURITYHOLDERS AGREEMENT"); - payment in full for the Exercise Price of the shares to be purchased, in cash or by electronic funds transfer to the Corporation, or by certified or cashier's check payable to the order of the Corporation subject to such specific procedures or directions as the Committee may establish; - satisfaction of the tax withholding provisions of Section 4.4 of the Plan; and - any written statements or agreements required pursuant to Section 4.3 of the Plan. The Committee also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, or (D) in any other form of legal consideration that the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be acceptable paid in full or in part by delivery to the Committee. The purchase price Corporation of: - shares of Common Stock already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired pursuant to an Option that is paid by delivery (or attestation) to directly from the Corporation (upon exercise of other Common Stock acquired, directly a stock option or indirectly from otherwise) must have been owned by the Corporation, shall Participant for at least six (6) months before they can be paid only by shares used in connection with an exercise of the Common Stock Option; and/or - a note meeting the requirements of Section 1.6 of the Corporation that have been held for more than six months Plan (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectlyor, in violation the case of tax loans, Section 402(a) 4.4.2 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardPlan).

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 6 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such reasonable terms as the Committee shall approve, the exercise price may be paid, in the discretion of the Grantee: (A) by delivery to the Corporation Company of other Common Stock, duly endorsed for transfer to the CorporationCompany, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker, if such a program is in place; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an the Option that is paid by delivery (or attestation) to the Corporation Company of other Common Stock acquired, directly or indirectly from the CorporationCompany, shall be paid only by shares of the Common Stock of the Corporation Company that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by the Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the CorporationCompany, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this award.

Method of Exercise of Option. Subject to the provisions of the Plan and Section 4 hereof, the exercise price Exercise Price of any Common Stock acquired pursuant to an the Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price Exercise Price may be paid: (A) by delivery to the Corporation Company of other Common Stock, duly endorsed for transfer to the CorporationCompany, with a Fair Market Value on the date of delivery equal to the exercise price Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such the Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the CorporationCompany, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardthe Option.

Method of Exercise of Option. Subject to the provisions of the Plan and Section Sections 3 and 4 hereof, the exercise price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or by certified or bank check at the time the Option is exercised or (ii) in the discretion of the Committee, upon such terms as the Committee shall approve, the exercise price may be paid: (A) by delivery to the Corporation of other Common Stock, duly endorsed for transfer to the Corporation, with a Fair Market Value on the date of delivery equal to the exercise price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Grantee identifies for delivery specific shares of Common Stock that have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in any other form of legal consideration that may be acceptable to the Committee. The purchase price of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this award.

Method of Exercise of Option. Subject to such administrative regulations as the provisions Committee may from time to time adopt, the Option may be exercised in whole or in part (to the extent the Option is otherwise vested and exercisable under Section 2) on any normal business day of the Plan Company by (a) delivering this Award Agreement to the Company, together with written notice of the exercise of the Option in the form attached hereto as Exhibit A (the “Exercise Notice”) or complying with any alternative exercise procedures that may be authorized by the Committee, and Section 4 hereof(b) simultaneously paying to the Company the aggregate Option Price of the Shares to be purchased (plus any withholding taxes due with respect to such exercise). The Option may be exercised only with respect to a full Share, and no fractional Share shall be issued. On the exercise date, the exercise price Grantee shall deliver to the Company consideration with a value equal to the aggregate Option Price of Common Stock acquired pursuant the Shares to an Option shall be paidpurchased, payable as follows: (i) by certified or bank check or such other instrument as the Committee may accept, payable to the Company; or (ii) if approved by the Committee, and subject to any such terms, conditions and limitations as the Committee may prescribe and to the extent permitted by applicable statutes law and regulationssubject to the terms of the Plan, either (i) in cash or by certified or bank check at the time payment of the Option is exercised Price, in full or (ii) in the discretion of the Committeepart, upon such terms as the Committee shall approve, the exercise price may be paidfollows: (A) in the form of unrestricted and unencumbered Shares (by actual delivery of such Shares or by attestation) already owned by the Grantee, or by the Grantee and the Grantee's spouse jointly (based on the Fair Market Value of the Common Stock on the date the Option is exercised); (B) by delivering a properly executed Exercise Notice to the Corporation Company, together with a copy of other Common Stock, duly endorsed for transfer irrevocable instructions to a broker to deliver promptly to the Corporation, Company the amount of sale or loan proceeds necessary to pay the Option Price and the amount of any withholding taxes due with respect to such exercise; (C) by requesting the Committee to withhold a number of Shares otherwise deliverable to the Grantee pursuant to the Option having an aggregate Fair Market Value on the date of delivery exercise equal to the exercise price product of: (or portion thereof1) due for the Option Price multiplied by (2) the number of shares being acquired, or by means Shares in respect of attestation whereby which the Grantee identifies for delivery specific shares of Common Stock that Option shall have a Fair Market Value on the date of attestation equal to the exercise price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”)been exercised; (B) a “cashless” exercise program established with a broker; (C) by reduction in the number of shares of Common Stock otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate exercise price at the time of exercise, or (D) in by any other form of legal consideration that may be acceptable to method approved or accepted by the Committee in its discretion. Unless otherwise determined by the Committee. The purchase price , all payments under all of Common Stock acquired pursuant to an Option that is paid by delivery (or attestation) to the Corporation of other Common Stock acquired, directly or indirectly from the Corporation, methods described above shall be paid only by shares of the Common Stock of the Corporation that have been held for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or a national market system) an exercise by Grantee that involves or may involve a direct or indirect extension of credit or arrangement of an extension of credit by the Corporation, directly or indirectly, in violation of Section 402(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (codified as Section 13(k) of the Exchange Act) shall be prohibited with respect to this awardUnited States dollars.