Common use of Method of Exercise Clause in Contracts

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject This Option shall be deemed exercised as to Section 4(a) the shares to be purchased when written notice of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering such exercise has been given to the Company at its principal business office written notice of intent to so exercise; provided that, by the Option may be exercised Optionee with respect to whole Shares onlythe Common Stock to be purchased. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by full payment in full of cash or cash equivalents as determined by the Option PriceAdministrator. The As determined by the Administrator, in its sole discretion, payment of the Option Price in whole or part may also be made at the election of the Participant (i) in cash or its equivalent (e.g.the form of unrestricted Stock already owned by the Optionee, by check or, if permitted by in the Committeecase of the exercise of a Non-Qualified Stock Option, a full-recourse promissory noteRestricted Stock subject to an Award hereunder (based, in each case, on the Fair Market Value of the Stock), (ii) in Shares having a Fair Market Value equal by cancellation of any indebtedness owed by the Company to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOptionee, (iii) partly in cash and partly in such Sharesby a full recourse promissory note executed by the Optionee, (iv) if there by requesting that the Company withhold whole shares of Common Stock then issuable upon exercise of the Stock Option (based on the Fair Market Value of the Stock), (v) by arrangement with a broker which is a public market for the Shares at such time, acceptable to the extent permitted Administrator where payment of the option price is made pursuant to an irrevocable direction to the broker to deliver all or part of the proceeds from the sale of the shares underlying the option to the Company, or (vi) by any combination of the foregoing; provided, however, that in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares may be authorized only at the time of grant. Any payment in the form of Stock already owned by the Committee and subject to such rules as Optionee may be established effected by use of an attestation form approved by the CommitteeAdministrator. If payment of the option exercise price of a NQSO is made in whole or in part in the form of Restricted Stock or Deferred Stock, through the delivery of irrevocable instructions to a broker to sell Shares obtained shares received upon the exercise of the such Option and to deliver promptly (to the Company an amount out extent of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered shares of Restricted Stock or Deferred Stock surrendered upon exercise of such Option) shall be restricted in accordance with the original terms of the Restricted Stock or Deferred Stock award in question, except that the Administrator may direct that such restrictions shall apply only to that number of shares surrendered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the such Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) i. Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan5(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering written notice of intent to so exercise to the Company at its principal office written notice of intent to so exerciseoffice; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by full payment in full of the Option Price. The payment Payment of the Option Price may be made at the election of the Participant Participant: (iw) in cash or its equivalent (e.g., by check or, if check); (x) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value as of the payment date equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, Committee); (iiiy) partly partially in cash and partly and, to the extent permitted by the Committee, partially in such Shares, ; or (ivz) if there is a public market for the Shares at such timeon the payment date, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in the full Option Price for such Shares and, if applicable, has satisfied any other conditions requirements imposed by the Committee pursuant to the PlanCommittee. (ii) . Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall determines, in its sole discretion determine discretion, to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) . Upon the CompanyCommittee’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant any person or entity for damages relating to any delays in issuing the certificates to the Participantcertificates, any loss by the Participant of the certificates, certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) . In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, successor to the extent set forth in Section 4(a) of this Agreement5(a). Any No beneficiary, executor, administrator, heir or legatee of the Participant shall take have greater rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, than the Participant shall execute the Stockholders’ under this Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action)or otherwise.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcashier’s check), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 6 by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall be accompanied by make provision for the payment in full of the Option Price. The payment Payment of the aggregate Option Price may shall be made paid to the Company, at the election of the Participant Committee, pursuant to one or more of the following methods: (iA) in cash cash, or its equivalent equivalent; (e.g., B) by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles, ); (iiiC) partly in cash and partly in such Shares, ; or (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise issuance of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanShares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a3(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Company Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Company Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Company Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Company Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Company Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an a Company Option until the Participant has given written notice of exercise of the Company Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an a Company Option may not be exercised prior to the completion of any registration or qualification of an a Company Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an a Company Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Company Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a3(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Company Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Company Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 3(a), the vested portion of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the purchase price per Share of the Option (the “Option Price”). The payment of the Option Price may be made at the election of the Participant Optionee (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a “Fair Market Value Value” (as defined below) equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant Optionee for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using through a “net settlement mechanism whereby settlement.” In the case of a “net settlement” of the Option, the Company will not require a cash payment of the Option Price of the Option, but will reduce the number of Shares delivered issued upon the exercise of by the Option will be reduced by a largest number of whole Shares that has have a Fair Market Value equal to that does not exceed the aggregate Option Price. With respect to any remaining balance of the aggregate Option Price, the Company shall accept a cash payment. The Participant Optionee shall not have any no rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant Optionee has given written notice of exercise of the Option, paid in full for such Shares as applicable and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planset forth in this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the ParticipantOptionee’s death, the Vested Portion vested portion of an the Option shall remain exercisable by the ParticipantOptionee’s executor or administrator, or the person or persons to whom the ParticipantOptionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant Optionee shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised by written notice (in whole or in part) by delivering the “Notice”), addressed and delivered to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify specifying the number of Shares for which whole shares of Common Stock subject to the Option is being exercised and to be purchased. The Notice shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash cash, or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in that number of Mature Shares having a of unrestricted Common Stock which have an aggregate Fair Market Value (as defined in the Plan), as of the date of exercise, equal to the aggregate Option Price exercise price for all of the Shares being purchased and satisfying shares of Common Stock subject to such other reasonable requirements as may be imposed by the Committee; providedexercise, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, or (iii) partly in cash and partly in such Shares, any combination of (i) or (ii) hereof or (iv) subject to Section 17(g) of the Plan in the case of an “Executive Officer” (as defined in Rule 3b-7 of the Exchange Act), by delivery of a properly executed exercise notice together with such other documentation as the Committee and a qualified broker, if there applicable, shall require to effect an exercise of the Option, and delivery to the Company of the sale or loan proceeds required to pay the exercise price. The Employee agrees, that no later than the date as of which an amount first becomes includible in his gross income for Federal income tax purposes with respect to the Option, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Withholding obligations may be settled with Common Stock, including Common Stock that is a public market for acquired upon exercise of the Shares at Option. The obligations of the Company under this Agreement and the Plan shall be conditional on such timepayment or arrangements, and the Company, its Affiliates and Subsidiaries shall, to the extent permitted by law, have the Committee and subject right to deduct any such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly taxes from any payment otherwise due to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanEmployee. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion vested portion of an Option may be exercised (in whole or in part) accordance with the exercise process established by delivering to the Company at its principal office written notice of intent to so exerciseCompany; provided that, the Option that such portion may be exercised with respect to whole Shares only. Such notice shall specify At the number time of Shares for which exercise, the Participant must pay the Option is being exercised Price and shall be accompanied by payment any applicable withholding taxes in full of the Option Pricefull. The payment of the Option Price and any applicable withholding taxes may be made at the election of the Participant Participant: (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), ; (ii) in Shares having a Fair Market Value equal to the amount required to be paid, and satisfying such other requirements as may be imposed by the Committee, provided that, to the extent necessary to avoid adverse accounting treatment for the Company under generally accepted accounting principles, such Shares have been held by the Participant for no less than six months; (iii) partly in cash and partly in such Shares; (iv) by having the Company withhold a number of Shares otherwise deliverable upon exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committeeany applicable withholding taxes; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, or (iiiv) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the an Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price and applicable withholding taxes for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full the exercise price for such Shares and any applicable withholding taxes in full and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option the Options may not be exercised prior to the completion of any registration or qualification of an Option the Options or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates shall cause such Shares to be registered in the Participant’s name for such Sharesvia a book-entry with the Company’s transfer agent. However, the The Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificatesmaking an appropriate book entry, or any mistakes or errors in the issuance making of the certificates book entry; provided that the Company shall correct any such errors caused by it. The book entry representing the Shares purchased by exercise of the Option, if applicable, shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or in the certificates themselvesrules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may direct that an appropriate notation on any such book entry be made to make appropriate reference to such restrictions. (iv) In the event of the Participant’s death, the Vested Portion vested portion of an Option the Options shall remain exercisable by the Participant’s executor or administrator, or the person Person or persons Persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Securityholders Agreement designated by and the Committee (provided that, if the Participant is already a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised (the “Purchased Shares”) and shall be accompanied by payment in full of the Option Price. The Price in cash or by check or wire transfer; provided, however, that payment of the Option Price such aggregate exercise price may instead be made at the election of the Participant made, in whole or in part, by (i) in cash the delivery to the Company of a certificate or its equivalent certificates representing Shares, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (e.g., by check or, if permitted by such shares to be valued on the Committee, a full-recourse promissory notebasis of the aggregate Fair Market Value thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such Shares or (ii) by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market Value on the date of exercise equal to the aggregate Option Price for in respect of the Shares being purchased and satisfying such other reasonable requirements as may be imposed by Purchased Shares, provided that the Committee; provided, that such Shares have been held by the Participant for any period as established Company is not then prohibited from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in purchasing or acquiring such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares Shares, satisfied any applicable withholding requirements and, if applicable, has satisfied any other conditions imposed by the Committee or pursuant to the PlanPlan or this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange (collectively, the “Legal Requirements”) that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that unless an exemption to such registration or qualification is available and satisfied. The Committee may establish additional procedures as it deems necessary or desirable in connection with the Company shall use commercially reasonable efforts exercise of the Option or the issuance of any Shares upon such exercise to take such actions as comply with any Legal Requirements. Such procedures may include but are necessary and appropriate to register or qualify the Shares subject not limited to the establishment of limited periods during which the Option so it may be exercisedexercised or that following receipt of the notice of exercise, and prior to the completion of the exercise, the Participant will be required to affirm the exercise of the Option following receipt of any disclosure deemed necessary or desirable by the Committee. (iii) Upon the CompanyCommittee’s determination that an the Option has been validly exercised as to any of the Shares, and that the Participant has paid in full for such Shares and satisfied any applicable withholding requirements, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a3(a)(i) of this Agreement(and the term “Participant” shall be deemed to include such heir or legatee). Any such heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As In consideration of the grant of this Option, the Participant agrees that, as a condition to the exercise of any option to purchase Shares (whether this Option evidenced by this Agreementor any other option), the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided thatshall, if the Participant is already with respect to such Shares, have become a party to the Stockholders’ Shareholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in part) pursuant thereto by delivering written notice to the Company at its principal office written notice stating the number of intent to so exercise; provided that, the Option may be exercised Shares with respect to whole which the option is being exercised, together with payment in full, (a) in cash or certified check; (b) acknowledgement of cancellation of the Company's indebtedness to the Optionee for services or otherwise; or (c) any combination of the foregoing. If requested by the Board of Directors, prior to the delivery of any Shares, the Optionee shall supply the Board of Directors with a representation that the Shares onlyare not being acquired with a view to unlawful distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. Such As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without payment of any transfer or issue tax by the Optionee, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall specify be mutually acceptable, a certificate or certificates for the Shares being purchased upon exercise of the Option. Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or any deferral, state or local law. The Optionee may exercise the Option for less than the total number of Shares for which the Option is being exercised then exercisable, provided that a partial exercise may not be for fewer than 25% percent of the total Shares, unless the remaining Shares exercisable under the Option is for less than 25% of the Shares. The Option may be exercisable for whole Shares only. The Shares issuable upon exercise shall be restricted shares as such terms are defined under the Securities Act of 1933, as amended, and the Rules promulgated thereunder, and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, acquired for investment and not with a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal view to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planunlawful distribution thereof. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a6(a) of this Award Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares shares of Common Stock only. Such notice shall specify the number of Shares shares of Common Stock for which the Option is being exercised and shall be accompanied by payment in full of the Option PriceExercise Price (and unless other arrangements have been made with the Committee, any required withholding taxes). The payment of the Option Exercise Price may shall be made at the election of the by Participant (i) in cash or its equivalent (e.g., by certified check or, if permitted by payable and acceptable to the Committee, a full-recourse promissory noteCompany), or (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules conditions and requirements as the Committee may be established specify, at the written request of Participant, by the Committee, through the delivery of irrevocable instructions Company’s withholding from shares otherwise deliverable pursuant to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company shares of Common Stock having an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal as of the date of exercise that is not greater than the full Exercise Price for the shares with respect to which the Option Price. The is being exercised and by paying any remaining amount of the Exercise Price as provided in (i) above. (ii) No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (iiiii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iiiiv) Upon the Company’s determination that an the Option has been validly exercised as to any of the Sharesshares, the Company may shall issue certificates in the Participant’s name for such Sharesshares or if the shares are held in book entry form, then the Company will make such entry that will reflect the Participant’s ownership of such shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (ivv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement6(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(d) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (iiB) to the extent permitted by the Committee in its sole discretion, (1) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv2) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option exercise price for the Shares being purchased, or (v3) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Exercise Price, or (4) using any combination of the permitted exercise methods, or (C) following the date of a Change in Control or a Liquidity Event, using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option Pricewill be reduced by a number of Shares that has a Fair Market Value equal to the Exercise Price provided that, for the avoidance of doubt, the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan, provided, in each case, that the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes (unless otherwise permitted by the Committee). (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such SharesShares or the Company may cause the appropriate entries to be made in the register of members of the Company in respect of the issuance of such shares. However, neither the Committee nor the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the ParticipantParticipant or making the entries in the register of members of the Company, any loss by the Participant of the certificatescertificates or entries, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesthemselves or entries. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Shareholders Agreement designated by and the Committee Subscription Agreement (provided that, if the Participant is already a party to the Stockholders’ Shareholders Agreement and the Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 6 by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(d) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (iiB) to the extent permitted by the Committee in its sole discretion, (1) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv2) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option exercise price for the Shares being purchased, or (v3) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Exercise Price, or (4) using any combination of the permitted exercise methods, or (C) following the date of a Change in Control or a Liquidity Event, using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option Pricewill be reduced by a number of Shares that has a Fair Market Value equal to the Exercise Price provided that, for the avoidance of doubt, the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan, provided, in each case, that the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes (unless otherwise permitted by the Committee). (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such SharesShares or the Company may cause the appropriate entries to be made in the register of members of the Company in respect of the issuance of such shares. However, neither the Committee nor the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the ParticipantParticipant or making the entries in the register of members of the Company, any loss by the Participant of the certificatescertificates or entries, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesthemselves or entries. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office office, or its designee, written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesno less than six months, (iii) partly in cash and partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights also be required to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant pay all withholding taxes relating to the Planexercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under that is required to comply with applicable state and federal securities laws or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may Company, upon request by the Participant, shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanSeparation from Service Addendum hereto, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall be accompanied by payment in full of make provision for the Option Price. The payment of the Option Price may and any Tax-Related Items withholding. Payment of the aggregate Option Price shall be made paid to the Company, at the election of the Participant Committee, pursuant to one or more of the following methods: (iA) in cash cash, or its equivalent equivalent; (e.g.B) for U.S. Grantees, by check or, if permitted transferring Shares already owned by the Committee, Grantee (for the period necessary to avoid a full-recourse promissory note), (iicharge to the Company’s earnings for financial reporting purposes) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided(C) for U.S. Grantees, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, ; or (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PricePrice and any Tax-Related Items withholding. The Participant No Grantee shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise issuance of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanShares. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and U.S. state, federal or foreign securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the ParticipantGrantee’s name for such SharesShares or register the Grantee’s ownership of such shares electronically. However, the Company shall not be liable to the Participant Grantee for damages relating to any delays in issuing the certificates Shares to the ParticipantGrantee, any loss by the Participant Grantee of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the ParticipantGrantee’s death, the Vested Portion of an Option shall remain vested and exercisable by the ParticipantGrantee’s executor or administrator, or the person or persons to whom the ParticipantGrantee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant Grantee shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of any administrative procedures that may be established by the PlanCompany, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee by, and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates certificates, if any, to the Participant, any loss by the Participant of the any certificates, or any mistakes or errors in the issuance of the any certificates or in the certificates themselves, if any. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by either delivering to the Company at its principal office written notice of intent to so exerciseexercise or by providing such notice to the Company’s designated contact person for the Plan; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker broker, who has been either approved or, if applicable, designated by the Committee, to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (v) using through a “net settlement mechanism whereby the number of Shares delivered upon the exercise settlement” as described in Section 6(c) of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PricePlan. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (ia) Subject Pursuant to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4 hereof, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exerciseexercise in the form attached hereto as Exhibit A (such notice, a “Notice of Exercise”); provided thatprovided, that the Option may be exercised with respect to whole Shares only. Such notice shall specify To the number extent applicable, such Notice of Shares for which the Option is being exercised and Exercise shall be accompanied by payment in full of the aggregate Option PricePrice for the Shares to be exercised and a joinder to the Stockholders’ Agreement in a form provided by the Company pursuant to which the Participant agrees to be bound to the terms and conditions of the Stockholders’ Agreement. In the event the Option is being exercised by the Participant’s representative, the Notice of Exercise shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the aggregate Option Price may be made at the election of the Participant (i) paid in cash or cash, its equivalent (e.g., by check orcashiers check), if permitted or by reducing the number of Shares otherwise deliverable upon such exercise by the Committee, a full-recourse promissory note), (ii) in number of Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such Price, or any other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time form of payment permitted by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise accordance with Section 6.5 of the Option and to deliver promptly to Plan. Neither the Company an amount out of Participant nor the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant Participant’s representative shall not have any rights to dividends dividends, voting rights or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice a Notice of exercise Exercise of the Option, paid in full for such Shares, been issued certificates in the Participant’s name representing such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (iib) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to: (A) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to comply with applicable securities laws, with this Award Agreement or otherwise; and (B) the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iiic) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (ivd) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 4 hereof by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereofof this Award Agreement and the Plan. (ve) As a condition Participant agrees to and shall comply with the exercise provisions of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then including those provisions related to restrictions on transfer and drag along rights. The Participant understands that the Stockholders’ Agreement contains significant restrictions on the transfer of Shares acquired under purchased upon exercise of the Option shall automatically become subject to such agreements without any further action)Option.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (only by written notice, in whole a form to be provided by the Committee, and delivered by the Optionee in person or sent by mail in partaccordance with Section 4(a) by delivering to the Company at its principal office written notice of intent to so exercise; provided thathereof and, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be in either case, accompanied by payment in full of the Option Pricetherefor. The payment of the Option Price may shall be made at the election of the Participant payable (i) in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, however, that such shares are not subject to any pledge or its equivalent (e.g., by check orother security interest and meet such other requirements, if permitted by any, as the Committee, a full-recourse promissory note)Committee may determine necessary in order to avoid an additional accounting earnings charge in respect of the Option, (ii) by means of a cashless exercise whereby the number of shares of Common Stock of the Company to be received by the Optionee shall equal the excess, if any, of (A) the number of shares of Common Stock that would be received by the Optionee upon such exercise had the Optionee paid the Option Price in Shares having respect of the underlying shares in cash over (B) a number of shares of Common Stock of the Company, the aggregate Fair Market Value of which is equal to the aggregate Option Price for that would have been paid as determined pursuant to the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; immediately preceding clause (A) (provided, however, that such Shares have been held by this clause (ii) shall only apply in connection with an IPO, or the Participant for any period as established from time to time by exercise of a Tag-Along Right or Drag-Along Right, unless the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesCompany has adopted FAS 123(R)), (iii) partly in cash and partly the discretion of the Committee, either (A) in such Shares, other property having a fair market value on the date of exercise equal to the Option Price or (ivB) if there is shall be a public market for the Shares at such timeStock, by delivering to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery a copy of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and stockbroker to deliver promptly to the Company an amount out of loan proceeds, or proceeds of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant sufficient to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to pay the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, Price or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution such other method as the case Committee may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereofallow. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (ia) Subject The portion of the Option as to Section 4(a) which the Employee is vested shall be exercisable by delivery to the Company of a written notice stating the number of Class A Shares to be purchased pursuant to this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment exercise price of the Option Price Class A Shares to be purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Class A Shares hereunder if the issuance of such Class A Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Class A Shares may be made at the election issued without resulting in such violations of the Participant law. (b) The exercise price of an Option shall be paid: (i) in cash or its equivalent (e.g., by certified check or, if permitted by or bank draft payable to the Committee, a full-recourse promissory note), order of the Company; (ii) in by reducing the number of Class A Shares otherwise deliverable pursuant to the Option by the number of such Class A Shares having a Fair Market Value on the date of exercise equal to the exercise price of the Class A Shares to be purchased; (iii) by exchange of unrestricted Class A Shares of the Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate Option Price for exercise price, provided that the Employee represents and warrants to the Company that the Employee has held such Class A Shares being purchased free and satisfying clear of liens and encumbrances and has held such other reasonable requirements as may be imposed by the CommitteeClass A Shares; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through by delivering, along with a properly executed exercise notice to the delivery Company, a copy of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option exercise price for and, if requested by the Shares being purchasedEmployee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; or (v) using by any other procedure approved by the Committee, or by a net settlement mechanism whereby the number of Shares delivered upon the exercise combination of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planforegoing. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcashier’s check), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) to the extent permitted by the Committee, by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 6 by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of any administrative procedures that may be established by the PlanCompany, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee by, and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) to the extent permitted by the Committee, using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates certificates, if any, to the Participant, any loss by the Participant of the any certificates, or any mistakes or errors in the issuance of the any certificates or in the certificates themselves, if any. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a3(a) above, the Participant may exercise all or any portion of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering giving written notice to the Company at its principal office written notice of his intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify exercise that specifies the number of whole Shares for which the Option is being exercised and shall be that is accompanied by payment in full (or an arrangement for payment in full) of the Option Priceaggregate associated Exercise Price in accordance with this Section 3(b)(i). The payment of the Option Exercise Price may be made at the election of (A) in cash, or its equivalent, (B) by check or wire transfer, (C) by exchanging Shares owned by the Participant (i) in cash which are not the subject of any pledge or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased other security interest and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares which have been held owned by the Participant for any period as established from time to time by at least 6 months) whose fair value (determined without discount for lack of control, lack of liquidity or similar factors) equals the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesExercise Price, (iii) partly in cash and partly in such Shares, (ivD) if there is shall be a public market for the Shares at such timeas of the date of exercise, to the extent permitted by the Committee and subject to such reasonable rules as the Committee may establish (such rules to be promptly established by upon reasonable request from the CommitteeParticipant), through the delivery of irrevocable instructions to a broker to sell some or all of the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for Exercise Price, (E) with the Shares being purchasedconsent of the Committee (which consent shall not be unreasonably withheld or delayed), by a full recourse five-year promissory note, with interest payable at maturity and accruing at the lowest rate then permitted that avoids the imputation of income under Code section 7872 or (vF) using a net settlement mechanism whereby by any combination of the number of Shares delivered foregoing. (ii) Promptly upon the any exercise of the Option will be reduced by a number in accordance of the provisions of Section 3(a)(i) above, the Company shall deliver the purchased Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have Participant; provided that if any rights to dividends law or other rights regulation, or any regulation or rule of a stockholder national securities exchange or national market system, requires the Company to take any action with respect to such Shares subject before the delivery thereof, then the time for delivery of such Shares shall be extended for the period necessary for the Company to an Option until complete such action, using its best reasonable efforts. In connection with the Participant has given written notice acquisition of any Shares pursuant to any exercise of the Option, paid in full for the Participant shall make or enter into such Shares andreasonable written representations, if applicable, has satisfied any other conditions imposed by warranties and agreements as the Committee pursuant may reasonably request in order to the Plan. (ii) Notwithstanding any other provision of the Plan comply with applicable securities laws or with this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercisedAgreement. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an Option the Option, to the extent it has not been transferred to a Permitted Transferee as provided in Section 6 below, shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in parti) by delivering giving written notice to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify specifying the number of Shares for which the Option is being exercised whole shares of Common Stock to be purchased and shall be accompanied by payment therefor in full (or arrangement made for such payment to the Company's satisfaction) either (A) in cash, (B) by delivery of previously owned whole shares of Common Stock (which Grantee has held for at least six months prior to the delivery of such shares or which Grantee purchased on the open market and in each case for which Grantee has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value, determined as of the Option Price. The payment date of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g.exercise, by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for purchase price payable by reason of such exercise, (C) in cash by a broker-dealer acceptable to the Shares being purchased Company to whom Grantee has submitted an irrevocable notice of exercise, or (D) a combination of (A), (B) and satisfying (C), in each case to the extent not prohibited herein and (ii) by executing such other reasonable requirements documents as the Company may be imposed by the Committeereasonably request; provided, however, that such Shares have been held by notwithstanding the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, foregoing or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement anything herein to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts have sole discretion to take such actions disapprove of an election pursuant to clauses (B)-(D). "Fair Market Value" shall mean the closing transaction price of a share of Common Stock as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates reported in the Participant’s name NASDAQ National Market System, or other exchange where the Common Stock is listed, on the date as of which such value is being determined or, if there shall be no reported transactions on such date, on the next preceding date for such Shares. However, the Company shall which transactions were reported; provided that if Fair Market Value for any date cannot be liable to the Participant for damages relating to any delays in issuing the certificates to the Participantdetermined as above provided, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option Fair Market Value shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing Common Stock shall be delivered until the full purchase price therefor has been paid (provided that, if the Participant is already a party or arrangement made for such payment to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further actionCompany's satisfaction).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares shares delivered upon the exercise of the Option option will be reduced by a number of Shares shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Securityholders Agreement designated by and the Committee (provided that, if the Participant is already a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (ia) Subject to Section 4(a) of the limitations set forth in this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided thatAgreement, the Option may be exercised with respect by the Optionee (1) by giving written notice to whole Shares only. Such notice shall specify the Company specifying the number of Shares for which the Option is being exercised whole shares of Stock to be purchased and shall be accompanied by payment therefor in full (or arrangement made for such payment to the satisfaction of the Option Price. The payment of the Option Price may be made at the election of the Participant Company) either (i) in cash, (ii) in previously owned whole shares of Stock (which the Optionee has held for at least six months prior to the delivery of such shares and for which the Optionee has good title free and clear of all liens and encumbrances) having a Fair Market Value determined as of the date of exercise, (iii) by authorizing the Company to withhold whole shares of Stock which would otherwise be deliverable upon exercise of the Option having a Fair Market Value determined as of the date of exercise, (iv) in cash by a broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of exercise, or its equivalent (e.g., by check or, if permitted by the Committee, v) a full-recourse promissory notecombination of (i), (ii) in Shares having a Fair Market Value equal and (iii), and (2) by executing such documents as the Company may reasonably request. The Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (ii) - (v). No shares of Stock shall be delivered until the full purchase price therefor has been paid. (b) Unless the Committee otherwise determines, if the Optionee is subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), the following provisions shall apply to the aggregate Optionee's election to authorize the Company to withhold whole shares of Stock purchasable upon exercise of the Option Price for in payment of all or a portion of the Shares being purchased option price: (1) Such election may apply only to the Option or any or all options held by the Optionee, shall be filed with the Secretary of the Company (the "Company Officer") at least six months prior to the exercise date of the Option and satisfying may not take effect during the six-month period beginning on the date of grant of the Option (other than in the event of the Optionee's death) or (2) such other reasonable requirements as may election (i) shall be imposed subject to approval by the Committee; provided, that such Shares have been held by (ii) may not take effect during the Participant for any six-month period as established from time to time by beginning on the Committee date of grant of the Option (other than in order to avoid adverse accounting treatment applying generally accepted accounting principlesthe event of the Optionee's death), (iii) partly must be filed with Company Officer during (or must be filed with Company Officer in cash advance of, but take effect during) the ten business day period beginning on the third business day following the date of release of the Company's quarterly or annual summary statements of sales and partly in such Shares, earnings and (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and must occur during such ten business day period. Unless the Committee otherwise determines, any election pursuant to deliver promptly clause (1) may be revoked or changed only if such revocation or change is made at least six months prior to the Company an amount out exercise of the proceeds of such sale equal Option. Any election made pursuant to the aggregate option price for the Shares being purchased, clause (2) may be revoked or (v) using a net settlement mechanism whereby the number of Shares delivered upon changed prior to the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to during the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planten business day period. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written a properly completed exercise notice of intent to so exercise; provided thatin the form attached hereto as Exhibit A, the Option may be exercised with respect to whole Shares only. Such notice which shall specify the number of Shares Class A Units for which the Option is being exercised and (the “Purchased Class A Units”). The exercise notice shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made by cash or check, at the election of the Participant (i) in cash Participant, or its equivalent (e.g., by check or, if such other means as are permitted by the Committee, a full-recourse promissory note), (ii) Administrator in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Priceits sole discretion. The Participant shall not have any rights to dividends distributions or other rights of a stockholder unitholder with respect to Shares Class A Units subject to an the Option until the Participant has given written submitted to the Company a properly completed exercise notice of exercise of the Option, and paid in full for such Shares Class A Units, satisfied any applicable withholding requirements and, if applicable, has satisfied any other conditions imposed by the Committee Administrator or pursuant to the PlanPlan or this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the CompanyAdministrator’s determination that an the Option has been validly exercised as to any of the SharesPurchased Class A Units, that the Participant has paid in full for such Purchased Class A Units as provided for in Section 4(b)(i) hereof, and that the Participant has satisfied any applicable withholding requirements with respect to such Purchased Class A Units, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesPurchased Class A Units. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (viii) As a condition to the exercise of any Option evidenced by this Agreementthe Option, the Participant shall execute a joinder Agreement pursuant to which the Stockholders’ Agreement designated Participant shall become fully bound by the Committee (provided thatterms set forth in the LLC Agreement, if unless the Administrator determines otherwise or unless the Participant is already a party to the Stockholders’ LLC Agreement. (iv) Each married Participant shall obtain the consent of such Participant’s spouse to evidence such spouse’s consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to their interest, then whether as community property or otherwise, if any, in the Shares acquired under the Option shall automatically become subject to Class A Units owned by such agreements without any further action)Participant.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan), the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (vE) using to the extent permitted by the Committee, through a “net settlement mechanism whereby the number of Shares delivered upon the exercise settlement” as described in Section 6(c) of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PricePlan. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. Participant shall also have no right to a dividend equivalent payment or unit of value with respect to any outstanding Options. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreementabove. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of purchase price for the Shares as to which the Option Price may is exercised shall be made paid to the Company, at the election of the Participant Participant, (i) in cash or its equivalent (e.g., by check or, or (ii) if permitted by there should be a public market for the Committee, a full-recourse promissory note)Shares at such time, (iiA) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that if such Shares were acquired, directly or indirectly, from the Company, such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles in order to avoid adverse variable grant date accounting treatment applying generally accepted for financial accounting principlespurposes), (iiiB) partly in cash and partly in such Shares, Shares or (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions instruments to a broker to sell all or a portion of such Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights also be required to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant pay all withholding taxes relating to the Planexercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent unless there is an available exemption to registration from such registration, qualification or qualificationother legal requirements, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under that is required to comply with applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange or compliance with any other applicable federal, state or foreign law that the Committee shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In Should the event of Participant die while holding the Participant’s deathOption, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or will, by the laws of descent and distribution distribution, or by beneficiary designation, as the case may be, to for the extent period set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesno less than six months, (iii) partly in cash and partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares shares being purchased, or (v) using a net settlement mechanism whereby purchased from the number of Shares delivered upon the exercise proceeds of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise sale of the Option, paid in full for Shares by such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planbroker. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under that is required to comply with applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an the Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) i. Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall be accompanied by make provision for the payment in full of the Option Price. The payment Payment of the aggregate Option Price may shall be made paid to the Company, at the election of the Participant Committee, pursuant to one or more of the following methods: (iA) in cash cash, or its equivalent equivalent; (e.g., B) by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; providedprovided that, such Shares have been held by the Participant for any period as established from time to time by the Committee to comply with applicable law and to ensure favorable treatment under generally accepted accounting principles; (C) partly in cash and partly in Shares; provided that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting comply with applicable law and to ensure favorable treatment applying under generally accepted accounting principles, ; (iii) partly in cash and partly in such Shares, (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchasedOption Price, or (vE) using upon the Participant’s request, subject to approval by the Company in its sole discretion and in compliance with any applicable law, by means of a net settlement mechanism whereby exercise in which the number of Participant surrenders Option Shares delivered upon to the exercise of the Option will be reduced by a number of Shares that has Company with a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise issuance of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanShares. (ii) . Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) . Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates certificates, or such other evidence of ownership as requested by the Participant, in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) . In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(d) of the Plan, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, such Vested Portion of the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note)) or (B) to the extent permitted by the Committee in its sole discretion, (ii1) in Shares having a Fair Market Value equal to the aggregate Option Exercise Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv2) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option exercise price for the Shares being purchased, (3) using any combination of the permitted exercise methods or (v4) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Exercise Price; provided that, for the avoidance of doubt, the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan; provided, in each case, that the Participant tenders cash or its equivalent to pay any applicable withholding or other applicable taxes (unless otherwise permitted by the Committee). (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares or the Company may cause the appropriate entries to be made in the register of members of the Company in respect of the issuance of such Shares. However, neither the Committee nor the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the ParticipantParticipant or making the entries in the register of members of the Company, any loss by the Participant of the certificatescertificates or entries, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesthemselves or entries. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Shareholders Agreement designated by and the Committee Subscription Agreement (provided that, if the Participant is already a party to the Stockholders’ Shareholders Agreement and the Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchasedOption Price, or (vD) using a net settlement mechanism whereby such other method as approved by the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PriceCommittee. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Employee Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant Fyrwald for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares shares being purchased, purchased or (vD) using a net settlement mechanism whereby such other method as approved by the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PriceCommittee. The Participant Fyrwald shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant Fyrwald has given written notice of exercise of the Option, paid in full the exercise price for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanCommittee. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the ParticipantFyrwald’s name for such Shares. However, the Company shall not be liable to the Participant Fyrwald for damages relating to any delays in issuing the certificates to the ParticipantFyrwald, any loss by the Participant Fyrwald of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the ParticipantFyrwald’s death, the Vested Portion of an Option shall remain vested and exercisable by the ParticipantFyrwald’s executor or administrator, or the person or persons to whom the ParticipantFyrwald’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant Fyrwald shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4, the a Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant's representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative's right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant's representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the a Vested Portion of an Option shall remain exercisable during the period set forth in Section 6 by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares Common Units only. Such notice shall specify the number of Shares Common Units for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. Notwithstanding anything to the contrary in the Plan, the payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecashiers or certified check), or (iiB) following an IPO (as such term is defined in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedStockholders Agreement), that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by any other requirement or restriction in this Award Agreement or the CommitteeStockholders Agreement, through the delivery of irrevocable instructions to a broker to sell Shares Common Units obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares Common Units being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe or permit, in its sole discretion, any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares Common Units subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares Common Units and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to (A) the Participant’s execution of a joinder to the Stockholders Agreement and such other agreement as the Committee may request, in each case in form and substance satisfactory to the Committee, (B) the Participant making or entering into any such written representations, warranties and agreements as the Committee may request in order to comply with applicable securities laws, with this Award Agreement or otherwise, and (C) the completion of any registration or qualification of an the Option or the Shares Common Units under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the SharesCommon Units, the Company may shall issue certificates in the Participant’s name for the Shares underlying such SharesCommon Units. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 4(a) by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to The Participant understands that the Stockholders Agreement contains significant restrictions on the transfer of the Shares underlying the Common Units purchased upon exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to and contains repurchase rights for such agreements without any further action)Shares in favor of the Company or its designee upon the Participant’s termination of Service.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised by the holder of the Option (in whole or in part1) by delivering giving written notice or notice by electronic means approved by the Company to the Vice President-Human Resources of the Company (or such other Person as may be designated by the Vice President-Human Resources) specifying the number of whole shares of Common Stock to be purchased and by accompanying such notice with payment therefor in full (unless another arrangement for such payment which is satisfactory to the Company at its principal office written notice of intent to so exercise; provided that, has been made) and (2) by executing such documents and taking any other actions as the Option Company may be exercised with respect to whole Shares onlyreasonably request. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may Payment made be made at the election of the Participant either (i) in cash cash, (ii) by delivery (either actual delivery or its equivalent (e.g., by check or, if permitted attestation procedures established by the CommitteeCompany) of previously-owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iii) by authorizing the Company to withhold whole shares of Common Stock which otherwise would be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iv) to the extent legally permissible, in cash by a fullbroker-recourse promissory notedealer acceptable to the Company to whom the holder has submitted an irrevocable notice of exercise or (v) by a combination of (i), (ii) in Shares having a Fair Market Value equal and (iii). If payment of the purchase price is made pursuant to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, clause (ii) or (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and second sentence of this Section 1.3, then any fraction of a share of Common Stock which would be required to deliver promptly to satisfy the Company an amount out of the proceeds aggregate of such sale equal to purchase price and the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder withholding taxes with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, as described in Section 2.4, shall be disregarded and the remaining amount due shall be paid in cash by the holder. No share of Common Stock shall be delivered until the full purchase price therefor and the withholding taxes thereon have been paid (or arrangement has been made for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant payment to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further actionsatisfaction).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchasedOption Price, or (vD) using a net settlement mechanism whereby such other method as approved by the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PriceCommittee. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iviii) In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in part) exercised, to the extent it is exercisable, by delivering the Optionee's delivery to the Company at its principal office of written notice of intent exercise on any business day, at the Company's principal office, addressed to so exercise; provided that, the Option may be exercised with respect to whole Shares onlyattention of the Committee. Such notice shall specify the number of Shares for shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option PricePrice of the shares for which the Option is being exercised. The payment minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares or (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price may for the shares purchased pursuant to the exercise of the Option shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), in cash equivalents; (ii) in Shares having a Fair Market Value equal through the tender to the aggregate Option Price for Company of shares of Stock, which shares, if acquired from the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedCompany, that such Shares shall have been held by the Participant Optionee for any period as established from time at least six months and which shall be valued, for purposes of determining the extent to time by which the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOption Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) partly by a combination of the methods described in cash (i) and partly (ii). If the Stock is publicly traded, payment in such Shares, (iv) if there is a public market full of the Option Price need not accompany the written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the Shares at such time, shares of Stock for which the Option is exercised be delivered to a licensed broker acceptable to the extent permitted by Company as the Committee and subject agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to such rules as may be established by the Committee, through Company cash (or cash equivalents acceptable to the delivery Company) equal to the Option Price for the shares of irrevocable instructions Stock purchased pursuant to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to plus the amount (if any) of federal and/or other taxes which the Company an amount out of the proceeds of such sale equal may in its judgment, be required to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon withhold with respect to the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal Option. An attempt to exercise the Option Priceother than as set forth above shall be invalid and of no force and effect. The Participant An individual holding or exercising an Option shall not have any rights to dividends or other none of the rights of a stockholder with respect (for example, the right to Shares receive cash or dividend payments or distributions attributable to the subject shares of Stock or to an Option direct the voting of the subject shares of Stock) until the Participant has given written notice shares of exercise of Stock covered thereby are fully paid and issued to him. Except as provided in Section 9 hereof, no adjustment shall be made for dividends, distributions or other rights for which the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised record date is prior to the completion date of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercisedissuance. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an Option the Options may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option Options may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the an Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment purchase price for the Shares as to which an Option is exercised shall be paid to the Company, as designated by the Committee, pursuant to one or more of the Option Price may be made at the election of the Participant following methods: (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), ; (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any no less than six months, which period may be waived by the Committee (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, ); (iii) partly in cash and partly in such Shares, ; or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option the Options may not be exercised prior to the completion of any registration or qualification of an Option the Options or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, subject to Section 6, the Vested Portion of an Option the Options shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreementexercising an Option, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already become a party to the Stockholders’ Shareholder's Agreement, then . "Shareholder's Agreement" shall mean the Shares acquired under Shareholder's Agreement in the Option shall automatically become subject to such agreements without any further action).form attached hereto as Exhibit A.

Method of Exercise. (i) Subject to Section 4(a6(a) of this Agreement and notwithstanding Section 6.4 5 of the Plan, the Vested Portion of an a New Time-Vesting Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the New Time-Vesting Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the New Time-Vesting Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if permitted by including, solely with the Committeeconsent of the Board, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the New Time-Vesting Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (viii) solely with the consent of the Board, using a net settlement mechanism whereby the number of Shares shares delivered upon the exercise of the Option option will be reduced by a number of Shares shares that has a Fair Market Value equal to the Option Price, or (iv) such other method as approved by the Committee, provided that, in each case, the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an a New Time-Vesting Option until the Participant has given written notice of exercise of the New Time-Vesting Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an a New Time-Vesting Option may not be exercised prior to the completion of any registration or qualification of an a New Time-Vesting Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an a New Time-Vesting Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an a New Time-Vesting Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a6(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any New Time-Vesting Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) 3(a), all or any part of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) by authorizing the Company to withhold Shares otherwise issued pursuant to the exercise of the Option having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee, (iv) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, or (ivv) to the extent permitted by applicable law, if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or distributions or other rights of a stockholder Member with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange exchange, in each case that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Vested Portion of the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided thatprovided, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price if there is no public market for the Shares being purchased at such time and satisfying such other reasonable requirements as may be imposed by subject to the prior written approval of the Committee; provided, that such Shares have been held by the Participant for any period pursuant to a cashless exercise (as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesdescribed below), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (viv) using a net settlement mechanism whereby any combination of cash and such other available method of exercise. Any cashless exercise shall be effectuated by the number of Company delivering Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has to Participant having a Fair Market Value equal to (x) the Option PriceFair Market Value of all Shares issuable upon exercise of the Option, minus (y) the aggregate exercise price for such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be reasonable and necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates an Award Certificate in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, Award Certificate or any mistakes or errors in the issuance of the certificates or in the certificates themselvesAward Certificate. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in part) exercised, to the extent it is exercisable, by delivering the Optionee's delivery to the Company at its principal office of written notice of intent exercise on any business day, at the Company's principal office, addressed to so exercise; provided that, the Option may be exercised with respect to whole Shares onlyattention of the Committee. Such notice shall specify the number of Shares for shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option PricePrice of the shares for which the Option is being exercised. The payment minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price may for the shares purchased pursuant to the exercise of the Option shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), in cash equivalents; (ii) in Shares having a Fair Market Value equal through the tender to the aggregate Option Price for Company of shares of Stock, which shares, if acquired from the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedCompany, that such Shares shall have been held by the Participant Optionee for any period as established from time at least six months and which shall be valued, for purposes of determining the extent to time by which the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOption Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) partly by a combination of the methods described in cash (i) and partly (ii). If the Stock is publicly traded, payment in such Shares, (iv) if there is a public market full of the Option Price need not accompany the written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the Shares at such time, shares of Stock for which the Option is exercised be delivered to a licensed broker acceptable to the extent permitted by Company as the Committee and subject agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to such rules as may be established by the Committee, through Company cash (or cash equivalents acceptable to the delivery Company) equal to the Option Price for the shares of irrevocable instructions Stock purchased pursuant to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to plus the amount (if any) of federal and/or other taxes which the Company an amount out of the proceeds of such sale equal may in its judgment, be required to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon withhold with respect to the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal Option. An attempt to exercise the Option Priceother than as set forth above shall be invalid and of no force and effect. The Participant An individual holding or exercising an Option shall not have any rights to dividends or other none of the rights of a stockholder with respect (for example, the right to Shares receive cash or dividend payments or distributions attributable to the subject shares of Stock or to an Option direct the voting of the subject shares of Stock) until the Participant has given written notice shares of exercise of Stock covered thereby are fully paid and issued to him. Except as provided in Section 10 hereof, no adjustment shall be made for dividends, distributions or other rights for which the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised record date is prior to the completion date of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercisedissuance. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to following such procedures as the Company at or its principal office designated administrator shall determine, which may include a telephonic or online election through the Company’s authorized agent or by execution and delivery of a written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such election or notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any such period of time, if any, as established from time to time by the Committee in order Company’s accountants may require to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, (D) by a “net settlement” arrangement, or (vE) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or such other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed method as approved by the Committee pursuant to the PlanCommittee. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an any portion of the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates such Shares in the Participant’s name for name. The Shares will be delivered to the Participant in such Sharesmanner as shall be determined by the Company in its discretion. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates Shares to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iviii) In the event of the Participant’s death, the Vested Portion of an the Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 3(a), the vested portion of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the purchase price per Share of the Option for the number of Shares for which the Option is being exercised (the “Option Price”). The payment of the Option Price may be made at the election of the Participant Optionee (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a “Fair Market Value Value” (as defined below) equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant Optionee for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using through a “net settlement mechanism whereby settlement.” In the case of a “net settlement” of the Option, the Company will not require a cash payment of the Option Price of the Option, but will reduce the number of Shares delivered issued upon the exercise of by the Option will be reduced by a largest number of whole Shares that has have a Fair Market Value equal to that does not exceed the aggregate Option Price. With respect to any remaining balance of the aggregate Option Price, the Company shall accept a cash payment. The Participant Optionee shall not have any no rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant Optionee has given written notice of exercise of the Option, paid in full for such Shares as applicable and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planset forth in this Agreement. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the ParticipantOptionee’s death, the Vested Portion vested portion of an the Option shall remain exercisable by the ParticipantOptionee’s executor or administrator, or the person or persons to whom the ParticipantOptionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant Optionee shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject To the extent that the right to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided thatpurchase Shares has accrued hereunder, the Option may be exercised from time to time by written notice to the Company substantially in the form attached hereto as Exhibit A, together with payment in full, in cash or by certified or cashier’s check payable to the order of the Company, of the purchase price for the number of Shares being exercised. If requested by the Committee, prior to the delivery of any Shares the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or any other person entitled to exercise the Option, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being exercised. In the Committee’s sole discretion, payment of the purchase price for the number of Shares to be delivered, but not of the amount of any withholding taxes, may be made in whole or in part (i) in cash, (ii) if permitted by the Committee, by delivering Shares of Common Stock owned by the Optionee and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation to ownership of Shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the Exercise Price, (iii) if permitted by the Committee, by tendering shares of Common Stock subject to the exercisable Option and having a Fair Market Value on the date of exercise equal to the Exercise Price, (iv) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (v) by such other method as the Committee may approve. Shares of Common Stock used to exercise an Option shall have been held by the Optionee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to whole the Option. Payment for the Shares onlypursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Common Stock. Such notice Notwithstanding the foregoing, the Company shall specify have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or any federal, state or local law. The Optionee may exercise the Option for less than the total number of Shares for which the Option is being exercised and shall exercisable, provided that a partial exercise may not be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant for less than one hundred (i100) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for except during the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise final year of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to include any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesfractional shares. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price if there is no public market for the Shares being purchased at such time and satisfying such other reasonable requirements as may be imposed by subject to the prior written approval of the Committee; provided, that such Shares have been held by the Participant for any period pursuant to a cashless exercise (as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesdescribed below), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (viv) using a net settlement mechanism whereby any combination of cash and such other available method of exercise. Any cashless exercise shall be effectuated by the number of Company delivering Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has to Participant having a Fair Market Value equal to (a) the Option PriceFair Market Value of all Shares issuable upon exercise of the Option, minus (b) the aggregate exercise price for such Shares. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates an Award Certificate in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, Award Certificate or any mistakes or errors in the issuance of the certificates or in the certificates themselvesAward Certificate. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant Participant's Shares shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party be subject to the Stockholders’ terms of the Security holders Agreement and the Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a3(a) of this Agreement and notwithstanding Section 6.4 Agreement, the vested portion of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option PriceG▇▇▇▇ ▇▇▇▇▇. The payment of the Option Price G▇▇▇▇ ▇▇▇▇▇ may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory noteCommittee (or its designee), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price G▇▇▇▇ ▇▇▇▇▇ for the Shares being purchased to a nominee of the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), (iiiC) to the extent permitted by the Committee (or its designee), partly in cash and partly in such Shares, Shares or (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committeelaw, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price G▇▇▇▇ ▇▇▇▇▇ for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall either issue and allot, or procure the transfer of, the relevant number of Shares to the Participant. If the Company issues certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iviii) In the event of the Participant’s death, the Vested Portion vested portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a3(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by of the CommitteeCompany; provided, provided that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesno less than six months, (iii) partly in cash and partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant pay all withholding taxes relating to the Planexercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the before completion of any registration or qualification of an the Option or the Shares under as required by applicable state and federal securities laws or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee Company shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays delay in issuing the certificates to the Participantcertificates, any loss by the Participant of the certificates, or any mistakes or errors in the issuance or content of the certificates or in the certificates themselvescertificates. (iv) In the event of the Participant’s 's death, the Vested Portion of an the Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. This Option shall be exercisable by a written notice, which shall: (i) Subject state the election to Section 4(a) of this Agreement and notwithstanding Section 6.4 of exercise the PlanOption, the Vested Portion number of an Option may shares of Common Stock in respect of which it is being exercised, the person in whose name any book entry or stock certificate for such shares of Common Stock is to be exercised registered, his or her address and Social Security Number (in whole or in partif more than one, the names, addresses and Social Security Numbers of such persons); (ii) by delivering contain such representations and agreements as to the Company at its principal office written notice of holder's investment intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify such shares of Common Stock as may be satisfactory to the number of Shares for which Company's counsel; (iii) be signed by 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 Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option. (iv) be accompanied by payment in full to the Company of the full Option Priceprice for the shares with respect to which the Option is exercised. The payment of Option price shall be paid in the Option Price may be made at the election of the Participant following manner: (i) full payment in cash or its equivalent equivalent; (e.g.ii) full payment in shares of Common Stock, by check orwhich shall have been held for more than six (6) months, if permitted having a fair market value on the exercise date equal to the Option price; (iii) a “net exercise” arrangement where the Company will reduce the number of shares of Common Stock issued upon exercise by the Committeelargest whole number of shares with a fair market value that does not exceed the aggregate Option price; provided, however, that the Company shall accept a full-recourse promissory notecash or other payment from the Optionee to the extent of any remaining balance of the aggregate Option price not satisfied by such reduction in the number of whole shares to be issued; or (iv) any combination of (i), (ii) or (iii), equal in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planprice. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. Optionee may exercise this option for any part the shares of Stock then subject to such exercise as follows: (ia) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to By giving the Company at its principal office written notice of intent such exercise, specifying the number of such shares as to so exercise; provided that, the Option may be exercised with respect to whole Shares onlywhich this option is exercised. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have Price of such shares, in the form of any rights to dividends one or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise combination of the Optionfollowing: (i) cash; a certified check, paid bank draft, postal or express money order payable to the order of the Company in full for lawful money of the United States; (ii) shares of Stock valued at fair market value on the date of such Shares and, if applicable, has satisfied any other conditions imposed exercise; (iii) notes or (iv) delivery on a form prescribed by the Committee pursuant (as such term is defined in the Plan) of an irrevocable direction to a securities broker approved by the Committee to sell shares and deliver all or a portion of the proceeds to the PlanCompany in payment for the Stock. Any note used to exercise this option shall be a full recourse, interest-bearing obligation containing such terms as the Committee shall determine. If a note is used, Optionee agrees to execute such further documents as the Company may deem necessary or appropriate in connection with issuing the note, perfecting a security interest in the Stock purchased with the note, and any related term or conditions that the Company may propose. Such further documents may include, not by way of limitation, a security agreement, an escrow agreement, a voting trust agreement and an assignment separate from certificate. (iib) Notwithstanding any other provision of If required by the Plan or this Agreement to the contraryCompany, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee Optionee shall in its sole discretion determine to be necessary or advisable; provided, that give the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register satisfactory assurance in writing, signed by Optionee or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shareshis or her legal representative, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, that such shares are being purchased for investment and not with a view to the extent distribution thereof, provided that such assurance shall be deemed inapplicable to (1) any sale of such shares by such Optionee made in accordance with the terms of a registration statement covering such sale, which may hereafter be filed and become effective under the Securities Act of 1933, as amended (the "Securities Act") and with respect to which no stop order suspending the effectiveness thereof has been issued, and (2) any other sale of such shares with respect to which in the opinion of counsel for the Company, such assurance is not required to be given in order to comply with the provisions of the Securities Act. (c) As soon as practicable after receipt of the notice required in paragraph 6(a) hereof and satisfaction of the conditions set forth in Section 4(aparagraphs 6(b) of this Agreement. Any heir and 6(c) hereof, the Company shall, without transfer or legatee issue tax and without other incidental expense to Optionee, deliver to Optionee at the office of the Participant shall take rights herein granted subject Company, at 800 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇tention of the 21 Secretary, or such other place as may be mutually acceptable to the terms Company and conditions hereof. (v) As Optionee, a condition certificate or certificates for such shares of Stock; provided, however, that the time of such delivery may be postponed by the Company for such period, as may be required for it with reasonable diligence to comply with applicable registration requirements under the Securities Act, the Securities Exchange Act of 1934, as amended, any applicable listing requirements of any 22 national securities exchange, and requirements under any other law or regulation applicable to the exercise issuance or transfer of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action)shares.

Method of Exercise. (ia) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 The vested portion of the Plan, the Vested Portion of an Option may shall be exercised (in whole or in part) exercisable by delivering delivery to the Company at its principal office of a written notice of intent to so exercise; provided thatnotice, in a form approved by the Option may be exercised with respect to whole Shares only. Such Committee, which notice shall specify state the number of Shares for which the Option is being exercised to be purchased pursuant to this Agreement and shall be accompanied by payment in full of the Option Price. The payment exercise price of the Option Price Shares to be purchased. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be made at the election issued without resulting in such violations of the Participant law. (b) The exercise price of an Option shall be paid: (i) in cash or its equivalent by certified check or ban1e draft payable to the order of the Company; (e.g., by check or, d) if permitted by the Committee, a full-recourse promissory note), (ii) in by reducing the number of Shares otherwise deliverable pursuant to the Option by the number of such Shares having a Fair Market Value on the date of exercise equal to the exercise price of the Shares to be purchased; (iii) if permitted by the Committee, by exchange of unrestricted Shares of the Company already owned by the Employee and having an aggregate Fair Market Value equal to the aggregate Option Price for exercise price, provided that the Shares being purchased Employee represents and satisfying such other reasonable requirements as may be imposed by warrants to the Committee; provided, Company that the Employee has held such Shares have been free and clear of liens and encumbrances and has held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, ; (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through by delivering, along with a properly executed exercise notice to the delivery Company, a copy of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option exercise price for and, if requested by the Shares being purchasedEmployee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company; or (v) using by any other procedure approved by the Committee, or by a net settlement mechanism whereby the number of Shares delivered upon the exercise combination of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. foregoing (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated permitted by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further actionCommittee).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 5 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if permitted by including, solely with the Committeeconsent of the Board, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (viii) solely with the consent of the Board, using a net settlement mechanism whereby the number of Shares shares delivered upon the exercise of the Option option will be reduced by a number of Shares shares that has a Fair Market Value equal to the Option Price, or (iv) such other method as approved by the Committee, provided that, in each case, the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 5 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if permitted by including, solely with the Committeeconsent of the Board, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (viii) solely with the consent of the Board, using a net settlement mechanism whereby the number of Shares shares delivered upon the exercise of the Option option will be reduced by a number of Shares shares that has a Fair Market Value equal to the Option Price, or (iv) such other method as approved by the Committee. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan4, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 7 by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (ia) Subject to Section 4(a) of the limitations set forth in this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option Option, to the extent vested, may be exercised by the Employee (in whole or in parti) by delivering to the Company at its principal office written an exercise notice of intent to so exercise; provided that, in the Option may be exercised with respect to whole Shares only. Such notice shall specify form prescribed by the Company specifying the number of Shares for which the Option is being exercised whole shares of Common Stock to be purchased and shall be accompanied by accompanying such notice with payment therefor in full (or by arranging for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having an aggregate Fair Market Value, determined as of the Option Price. The payment date of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g.exercise, by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate purchase price payable pursuant to the Option Price for by reason of such exercise, (C) by authorizing the Shares being purchased and satisfying Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such other reasonable requirements obligation, (D) except as may be imposed prohibited by applicable law, in cash by a broker-dealer acceptable to the Committee; providedCompany to whom the Employee has submitted an irrevocable notice of exercise or (E) by a combination of (A), (B) and (C), and (ii) by executing such documents as the Company may reasonably request. The Committee shall have sole discretion to disapprove of an election pursuant to clauses (B), (C), (D) or (E), except that such Shares the Committee may not disapprove of an election made by a participant subject to Section 16 of the Securities Exchange Act of 1934. No share of Common Stock or certificate representing a share of Common Stock shall be issued or delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 3.2, have been held by paid. (b) Notwithstanding the Participant for any period as established from time to time by foregoing, if the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesMarket Value of a share of Common Stock on the Expiration Date exceeds the Exercise Price, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, then to the extent permitted the Option has not theretofore been exercised, expired or otherwise terminated, the Company shall cause the Option to be automatically exercised immediately prior to its termination on the Expiration Date, and to provide for the full Exercise Price therefor to be satisfied by withholding whole shares of Common Stock that would otherwise be delivered to the Committee and subject to such rules Employee having an aggregate Market Value, determined as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out date of the proceeds of such sale exercise, equal to the aggregate option price amount necessary to satisfy such Exercise Price and to provide for the Shares being purchased, or any withholding taxes thereon (vas described in Section 3.2) using a net settlement mechanism whereby the to be satisfied by selling such number of Shares delivered upon the exercise shares of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares Common Stock subject to the Option so it may be exercised. (iii) Upon as is necessary to make a cash payment to the Company’s determination that Company in an Option has been validly exercised as amount equal to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. withholding taxes thereon (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth described in Section 4(a3.2), such sale to be effected on the Employee's behalf through a broker (and other procedures) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee Company (provided that, if with such broker selecting the Participant trade date and the selling price). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Employee. This Section 2.3(b) is already intended to constitute a party written plan pursuant to the Stockholders’ Agreement, then the Shares acquired Rule 10b5-1(c) under the Option Exchange Act. To the extent applicable, the Employee shall automatically become subject take actions necessary to ensure that any such agreements without any further action)sales shall comply with Rule 144 under the Securities Act of 1933, as amended.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) to the extent permitted by the Committee, partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) to the extent permitted by the Committee, using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Shareholders Agreement designated by and the Committee Subscription Agreement (provided that, if the Participant is already a party to the Stockholders’ Shareholders Agreement and the Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period such period, if any, as established from time to time by the Committee may be required in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased. If the Participant gives at least six months’ advance notice of his or her Retirement (or is terminated without Cause after becoming eligible for Retirement), the Participant may exercise the Option pursuant to a cashless exercise at any time within one year after the Participant’s termination of employment, provided that the exercise date is within 30 days after a determination of Fair Market Value (or confirmation of prior-determined Fair Market Value) by the Board, but in no event later than the tenth anniversary of the Grant Date. If the Participant is terminated without Cause before becoming eligible for Retirement but after four or more years of Continuous Service, or resigns for Good Reason after four or more years of Continuous Service, the Participant may exercise the Option pursuant to a cashless exercise on any date that is within 30 days after the Board’s next determination of Fair Market Value (vor confirmation of prior-determined Fair Market Value) using a net settlement mechanism whereby following the number Participant’s termination of Shares delivered upon employment, but in no event later than the exercise tenth anniversary of the Option will Grant Date. Any cashless exercise shall be reduced effectuated by a number of the Company delivering Shares that has to the Participant having a Fair Market Value equal to (a) the Option PriceFair Market Value of all Shares issuable upon exercise of the Option, minus (b) the aggregate exercise price for such Shares and all taxes required to be withheld. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of the limitations set forth in this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option Option, to the extent vested and exercisable, may be exercised by Optionee (in whole or in parta) by delivering to the Company at its principal office a written notice of intent to so exercise; provided that, the Option in such form as may be exercised with respect to whole Shares only. Such notice shall specify required by the Committee specifying the number of Shares for which the Option is being exercised whole shares of Common Stock to be purchased and shall be accompanied by accompanying such notice with payment therefor in full of (or by arranging for such payment to the Option Price. The payment of the Option Price may be made at the election of the Participant Company’s satisfaction) either (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note)cash, (ii) in Shares by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a an aggregate Fair Market Value Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option Price for the Shares being purchased and satisfying by reason of such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesexercise, (iii) partly in cash and partly in authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such Sharesobligation, (iv) if there the Common Stock is then publicly traded, in cash by a public market for the Shares at such time, broker-dealer acceptable to the extent permitted Company to whom Optionee has submitted an irrevocable notice of exercise or (v) by a combination of (i), (ii), (iii) and (iv), and (b) by executing such documents as the Company may reasonably request. The Company shall have sole discretion to disapprove of an election pursuant to any of clauses (ii) through (v). Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by Optionee. No certificate representing a share of Common Stock shall be issued or delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 3.3, have been paid. If shares of Common Stock have not been registered under the Securities Act at the time the Option is exercised, Optionee shall, if required by the Committee and subject to such rules as may be established by the CommitteeCompany, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon concurrently with the exercise of all or a portion of the Option and to Option, deliver promptly to the Company an amount out of the proceeds of executed investment representation statement in such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will form as may be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed required by the Committee pursuant to the PlanCompany. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. The Option granted hereunder shall be exercisable, from time to time, as hereinabove provided, by written notice which shall; (ia) Subject state the election to Section 4(a) of this Agreement and notwithstanding Section 6.4 of exercise the PlanOption, the Vested Portion number of an Option may shares in respect of which it is being exercised, the person in whose name the shares are to be exercised issued (in whole or in partif the shares are issued to individuals), the names, addresses and Social Security Numbers of such persons; (b) by delivering contain such representations and agreements as to the Company at its principal office written notice of holder's investment intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify such shares of Common Stock as are required by law dor as may be satisfactory to the number COMPANY's counsel; (c) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY, of Shares the right of such person or persons to exercise the Option; and (d) be accompanied by a payment for the purchase price of those shares with respect to which the Option is being exercised and shall be accompanied by payment in full the form of cash or check or the Option Price. The payment of the Option Price purchase price may be made at the election of the Participant paid (i) in cash or its equivalent (e.g., by check or, if permitted by the Committeesurrender of Shares in good form for transfer, a full-recourse promissory note), (ii) in Shares owned by the OPTIONEE and having a Fair Market Value on the date of exercise equal to the aggregate Option Price for purchase price, or in any combination of cash and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares being purchased and satisfying such other reasonable requirements as may be imposed so surrendered equal the purchase price, (ii) by cancellation of indebtedness owed by the Committee; provided, that such Shares have been held by Company to the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOPTIONEE, (iii) partly in cash and partly in such Shareswith a full recourse promissory note executed by the OPTIONEE, or (iv) if there is a public market for any combination of the Shares at foregoing. The interest rate and other terms and conditions of such time, to the extent permitted note shall be determined by the Committee and subject to such rules as may be established by Board or the Committee, through the delivery of irrevocable instructions to a broker to sell . The OPTIONEE shall pledge his Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out for the purpose of securing the proceeds payment of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plannote. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of the limitations set forth in this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided thatAgreement, the Option may be exercised with respect by the Optionee (1) by giving written notice to whole Shares only. Such notice shall specify the Company specifying the number of Shares for which the Option is being exercised whole shares of Stock to be purchased and shall be accompanied by payment therefore in full of the Option Price. The payment of the Option Price may be made at the election of the Participant purchase price (i) either in cash or its equivalent by check, (e.g., ii) by check or, if permitted delivery (either actual delivery or by attestation procedures established by the CommitteeCompany) of previously owned whole shares of unrestricted Stock (which the Optionee has held for at least six months prior to the delivery of such shares or which the Optionee purchased on the open market and in each case for which the Optionee has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value, as determined by the Committee as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iii) by delivery (either actual delivery or by attestation procedures established by the Company) of Restricted Stock Awards having an aggregate Fair Market Value, as determined by the Committee as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise; provided, that if payment is made by Restricted Stock Award the shares of Stock received upon exercise of such Option shall be restricted in accordance with the original Restricted Stock Award (except that the Committee may direct that the foregoing shall apply only to that number of shares of Stock equal to the number of Restricted Stock Award shares surrendered), or (iv) a full-recourse promissory notecombination of (i), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii), and (2) partly in cash and partly in by executing such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules documents as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates reasonably request. Any fraction of a share of Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss cash by the Participant Optionee. No certificate representing a share of Stock shall be delivered until the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesfull purchase price therefore has been paid. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (ivC) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares shares being purchased, purchased or (vD) using a net settlement mechanism whereby such other method as approved by the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PriceCommittee. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. The Option granted hereunder shall be exercisable, from time to time, as hereinabove provided, by written notice which shall; (ia) Subject state the election to Section 4(a) of this Agreement and notwithstanding Section 6.4 of exercise the PlanOption, the Vested Portion number of an Option may shares in respect of which it is being exercised, the person in whose name the shares are to be exercised issued (in whole or in partif the shares are issued to individuals), the names, addresses and Social Security Numbers of such persons; (b) by delivering contain such representations and agreements as to the Company at its principal office written notice of holder's investment intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify such shares of Common Stock as are required by law or as may be satisfactory to the number COMPANY's counsel; (c) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY, of Shares the right of such person or persons to exercise the Option; and (d) be accompanied by a payment for the purchase price of those shares with respect to which the Option is being exercised and shall be accompanied by payment in full the form of cash or check or the Option Price. The payment of the Option Price purchase price may be made at the election of the Participant paid (i) in cash or its equivalent (e.g., by check or, if permitted by the Committeesurrender of Shares in good form for transfer, a full-recourse promissory note), (ii) in Shares owned by the OPTIONEE and having a Fair Market Value on the date of exercise equal to the aggregate Option Price for purchase price, or in any combination of cash and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares being purchased and satisfying such other reasonable requirements as may be imposed so surrendered equal the purchase price, (ii) by cancellation of indebtedness owed by the Committee; provided, that such Shares have been held by Company to the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOPTIONEE, (iii) partly in cash and partly in such Shareswith a full recourse promissory note executed by the OPTIONEE, or (iv) if there is a public market for any combination of the Shares at foregoing. The interest rate and other terms and conditions of such time, to the extent permitted note shall be determined by the Committee and subject to such rules as may be established by Board or the Committee, through the delivery of irrevocable instructions to a broker to sell . The OPTIONEE shall pledge his Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out for the purpose of securing the proceeds payment of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plannote. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (exercised, by the Employee or the individual having the right to exercise the Option in whole or in part) accordance with Section 3(b)(v), by delivering to the Company Corporation at its principal office written notice of intent to so exercise; provided thatprovided, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant Employee: (iA) in cash or its equivalent (e.g., by check or, if check); (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant Employee for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, US GAAP); (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, as described in clause (ivB), above; or (D) if there is a public market for the Shares at such timethe time of exercise, subject to the extent permitted rules and limitations established by the Committee and subject to such rules as may be established by or the CommitteeBoard, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company Corporation an amount out of the proceeds of such sale Sale equal to the aggregate option price Option Price for the Shares being purchased. The purchased Shares shall be delivered to the Employee, or the individual having the right to exercise the Option in accordance with Section 3(b)(v), as soon as administratively feasible following exercise of the Option. No fractional Shares will be issued upon exercise of the Option; unless otherwise determined by the Committee, the cash equivalent of any fractional Share will be payable upon exercise. (vii) using a net settlement mechanism whereby If in the number opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by the Corporation), any issuance or delivery of Shares delivered upon the exercise of the Option to a Participant will violate the requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the Act), such issuance or delivery may be reduced by a number postponed until the Corporation is satisfied that the distribution will not violate such laws, rules or regulations. (iii) Notwithstanding any other provision of Shares that has a Fair Market Value equal this Agreement to the contrary, prior to a Change of Control the Option Pricemay not be exercised, as the Committee shall in its sole discretion determine to be necessary or advisable, prior to the completion of any registration or qualification of the Option or the Shares, or during any period of suspension of trading of the Shares, under applicable state and federal securities or other laws or under any ruling or regulation of any governmental body or national securities exchange. (iv) Upon the Corporation’s determination that the Option (if to be settled in Shares) has been validly exercised, the Corporation shall issue certificates in the Employee’s name for such Shares. The Participant However, the Corporation shall not be liable to the Employee for damages relating to any delays in issuing the certificates to him or her, any loss of the certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (v) In the event of the Employee’s death, the Vested Portion of the Option shall remain exercisable to the extent set forth in Section 3(a) by the Employee’s executor or administrator, or the person or persons to whom the Employee’s rights under this Agreement shall pass by will or by the laws of descent and distribution, as the case may be. In the event of the Disability of the Employee, the Option may be exercisable by his or her conservator or representative. Any heir, legatee, conservator or representative of the Employee shall take rights herein granted subject to the terms and conditions hereof. (vi) Neither the Employee nor his or her legal representatives, legatees or distributees, as the case may be, shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant Employee or the individual having the right to exercise the Option has given written notice of exercise of the Optionexercise, paid in full for such Shares, received such Shares from the Corporation and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment (or, to the extent permitted by applicable law, provision for payment) in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), or (iiiC) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules other method as may be established approved by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesno less than six months, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the shares being purchased from the proceeds of the sale of the Shares being purchased, by such broker or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will such other method as may be reduced by a number of Shares that has a Fair Market Value equal permitted or prescribed from time to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed time by the Committee pursuant to the PlanCommittee. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under that is required to comply with applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the SharesShares and the Company has received full payment of the Option Price, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any the Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Securityholders Agreement designated by and the Committee (provided that, if the Participant is already a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of the limitations set forth in this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided thatAgreement, the Option may be exercised with respect by the Optionee (1) by giving written notice to whole Shares only. Such notice shall specify the Company specifying the number of Shares for which whole shares of Stock (provided that if the then exercisable portion of the Option is being exercised for less than one share, then for all of such portion) to be purchased and shall be accompanied by payment therefor in full of (or arrangement made for such payment to the Option Price. The payment of the Option Price may be made at the election of the Participant Company's satisfaction) either (i) in cash, (ii) by delivery of previously owned whole shares of Stock (which the Optionee has held for at least six months prior to the delivery of such shares or which the Optionee purchased on the open market and for which the Optionee has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iii) by authorizing the Company to withhold whole shares of Stock which would otherwise be delivered upon exercise of the Option having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option by reason of such exercise, (iv) in cash by a broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of exercise or its equivalent (e.g., by check or, if permitted by the Committee, v) a full-recourse promissory notecombination of (i), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii), and (2) partly in cash and partly in by executing such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules documents as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Pricemay reasonably request. The Participant Committee shall not have any rights sole discretion to dividends or other rights disapprove of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee election pursuant to the Plan. any of clauses (ii) Notwithstanding any other provision -- (v). Any fraction of a share of Stock which would be required to pay such purchase price shall be disregarded and the Plan or this Agreement to remaining amount due shall be paid in cash by the contrary, absent an available exemption to registration or qualification, an Option may not Optionee. No certificate representing a share of Stock shall be exercised prior to delivered until the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option full purchase price therefor has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselvespaid. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) the provisions of this Agreement Article VI, vested Options and notwithstanding Section 6.4 of the Plan, the Vested Portion of an Option vested SARs may be exercised (exercised, in whole or in part) , by delivering giving written notice of exercise to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify specifying the number of Shares for which subject to the Option is being exercised and or SAR to be purchased. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the Option aggregate purchase price (which shall equal the product of such number of Shares subject to such Options multiplied by the applicable Exercise Price) by certified or bank check or such other instrument or process as the Committee may permit in its sole discretion. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted If approved by the Committee, a full-recourse promissory note), payment in full or in part may be made as follows: (iia) in In the form of unrestricted Shares having a (by delivery of such Shares or by attestation) already owned by the Participant of the same class as the Common Stock subject to the Option (based on the Fair Market Value equal to of the aggregate Common Stock on the date the Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committeeis exercised); provided, that such however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares have been held by may be authorized only at the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, Option is granted; (iiib) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to To the extent permitted by applicable law, by delivering a properly executed exercise notice to the Committee and subject to such rules as may be established by the CommitteeCompany, through the delivery together with a copy of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an the amount out of sale or loan proceeds necessary to pay the aggregate Exercise Price, and any applicable Federal, state, local or foreign withholding taxes; provided that, to facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms; or (c) By instructing the Company to withhold a number of unrestricted Shares having a Fair Market Value (based on the Fair Market Value of the proceeds of such sale Common Stock on the date the applicable Option is exercised) equal to the aggregate option price for product of (i) the Shares being purchased, or Exercise Price multiplied by (vii) using a net settlement mechanism whereby the number of Shares delivered upon the exercise in respect of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under which the Option shall automatically become subject to such agreements without any further action)have been exercised.

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment (or, to the extent permitted by applicable law, provision for payment) in full of the aggregate Option Price. The payment Payment of the aggregate Option Price may be made at the election of the Participant (iA) in cash cash, or its equivalent equivalent, (e.g., by check or, if B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in by transferring Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, provided that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying or generally accepted accounting principles), or (iiiC) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules other method as may be established approved by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an the Option shall remain vested and exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Stockholders Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (only by written notice, in whole a form to be provided by the Committee, and delivered by the Optionee in person or sent by mail in partaccordance with Section 4(a) by delivering to the Company at its principal office written notice of intent to so exercise; provided thathereof and, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be in either case, accompanied by payment in full of the Option Pricetherefor. The payment of the Option Price may shall be made at the election of the Participant payable (i) in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); PROVIDED, HOWEVER, that such shares are not subject to any pledge or its equivalent (e.g., by check orother security interest and meet such other requirements, if permitted by any, as the Committee, a full-recourse promissory note)Committee may determine necessary in order to avoid an additional accounting earnings charge in respect of the Option, (ii) by means of a cashless exercise whereby the number of shares of Common Stock of the Company to be received by the Optionee shall equal the excess, if any, of (A) the number of shares of Common Stock that would be received by the Optionee upon such exercise had the Optionee paid the Option Price in Shares having respect of the underlying shares in cash over (B) a number of shares of Common Stock of the Company, the aggregate Fair Market Value of which is equal to the aggregate Option Price for that would have been paid as determined pursuant to the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedimmediately preceding clause (A) (PROVIDED, HOWEVER, that such Shares have been held by this clause (ii) shall only apply in connection with an IPO, or the Participant for any period as established from time to time by exercise of a Tag-Along Right or Drag-Along Right, unless the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesCompany has adopted FAS 123(R)), (iii) partly in cash and partly the discretion of the Committee, either (A) in such Shares, other property having a fair market value on the date of exercise equal to the Option Price or (ivB) if there is shall be a public market for the Shares at such timeStock, by delivering to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery a copy of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and stockbroker to deliver promptly to the Company an amount out of loan proceeds, or proceeds of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant sufficient to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to pay the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, Price or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution such other method as the case Committee may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereofallow. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares shares delivered upon the exercise of the Option option will be reduced by a number of Shares shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Securityholders Agreement designated by and the Committee (provided that, if the Participant is already a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an Option the Options may be exercised (in whole or in part) by delivering to the Company at its principal office or its designee written notice of intent to so exercise; provided provided, that, the Option -------- Options may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is Options are being exercised and shall be accompanied by payment in full of the Option Price. The payment purchase price for the Shares as to which Options are exercised shall be paid to the Company in full at the time of the Option Price may be made exercise at the election of the Participant (iA) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), ; (iiB) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the -------- Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, ); (iiiC) partly in cash and partly in such Shares, ; or (ivD) if there is should be a public market for the Shares at such time, to the extent permitted by the Committee and subject to ________________________ /3/ Tier I Senior Managers only. such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights also be required to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant pay all withholding taxes relating to the Planexercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent unless there is an available exemption to from such registration or qualificationqualification requirements, an Option the Options may not be exercised prior to the completion of any registration or qualification of an Option the Options or the Shares under that is required to comply with applicable state and federal securities laws or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has the Options have been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In Should the event of Participant die while holding the Participant’s deathOptions, the Vested Portion of an Option the Options shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to exercising the exercise of any Option evidenced by this AgreementOptions, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already become a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an This Option may be exercised only by Option Holder ------------------ or his transferees by will or the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order ("QDRO") as defined by the Code or title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This Option may be exercised during its term by written notice thereof signed and delivered by Option Holder (or permitted transferee) to the Secretary of the Company at its office in the City of Los Angeles, State of California. Such notice shall state the number of shares being purchased and shall be accompanied by the option exercise price for such shares in full in cash or by cashier's check. To the extent that it would not result in liability under Section 16 of the Securities Exchange Act of 1934 ("1934 Act") (unless the Option Holder consents to such liability and consents to disgorge any profits relating thereto to the Company), the option exercise price may instead be paid, in whole or in part, in any of the following forms: (a) By the delivery of Common Shares, duly endorsed or accompanied by delivering a duly executed stock power, which delivery effectively transfers to the Company at its principal office written notice good and valid title to such shares, free and clear of intent any pledge, commitment, lien, claim or other encumbrance, such shares to so be valued on the basis of the fair market value of such shares on the date of exercise, provided that the Company is not then prohibited from purchasing or acquiring Common Shares; provided thatand/or (b) At the discretion of the Committee, the Option may be exercised with respect to whole Shares only. Such notice shall specify by reducing the number of Common Shares for which to be delivered to Option Holder upon such exercise (such reduction to be valued on the Option is being exercised and shall be accompanied by payment in full basis of the Option Price. The payment aggregate fair market value, determined on the date of exercise, of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in additional Common Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares would otherwise have been held by the Participant for any period as established from time delivered to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiOption Holder upon such exercise) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, provided that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register is not then prohibited from purchasing or qualify the Shares subject to the Option so it may be exercisedacquiring Common Shares. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may be made at the election of in cash, or its equivalent, or (x) by exchanging Shares owned by the Participant (i) in cash which are not the subject of any pledge or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased other security interest and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares which have been held owned by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesat least 6 months), (iii) partly in cash and partly in such Shares, (ivy) if there is shall be a public market for the Shares at such timeShares, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchasedexercise price, or (vz) using a net settlement mechanism whereby with the number of Shares delivered upon the exercise consent of the Option will be reduced Committee in its sole discretion, by the promissory note and agreement of the Participant providing for the payment with interest of the unpaid balance accruing at a rate not less than needed to avoid the imputation of income under Code section 7872 and upon such terms and conditions (including the security, if any therefor) as the Committee may determine, or by a number combination of Shares the foregoing, provided that has a the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to the Option such aggregate Exercise Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an the Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. To the extent then exercisable, the Option may only be exercised by delivery of written notice of the exercise to the Company specifying the number of shares to be purchased and by making payment in full for the shares of Common Stock being acquired thereunder at the time of exercise; such payment shall be made either: (i) Subject in United States dollars by check or bank draft, or (ii) by tendering to Section 4(athe Company Common Stock shares already owned for at least six (6) months by the Optionee, which may include shares received as the result of this Agreement a prior exercise of an option, and notwithstanding Section 6.4 having a fair market value (as defined herein) equal to the cash exercise price applicable to the Option, or (iii) by a combination of United States dollars and Common Stock shares as aforesaid. If at any time the PlanBoard shall determine, in its discretion, that the listing, registration or qualification of shares upon any national securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Vested Portion sale or purchase of an shares hereunder, the Option may not be exercised (in whole or in part) by delivering part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company at Board in the exercise of its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Pricereasonable judgment. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g.Optionee shall, by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option Option, execute and to deliver promptly to the Company an amount out Company, a written statement, in form satisfactory to the Company, in which the Optionee represents and warrants that the Optionee is purchasing or acquiring the shares acquired pursuant to the Option for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of the proceeds any of such sale equal shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), which registration statement has become effective and is current with regard to the aggregate option price for the Shares shares being purchasedoffered or sold, or (vii) using a net settlement mechanism whereby specific exemption from the number registration requirements of Shares delivered the Act, but in claiming such exemption the Optionee shall, prior to any offer for sale or sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto. The Company may endorse such legend or legends upon the certificates for shares upon exercise of the Option will be reduced by a number and may issue such "stop transfer" instructions to its transfer agent in respect of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Optionsuch shares as, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine discretion, it determines to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register prevent a violation of, or qualify to perfect an exemption from, the Shares subject to registration requirements of the Act. In the event the Option so it may be exercised. (iii) Upon is exercised by the Company’s determination that an Option has been validly exercised as to any executors, administrators, heirs or distributees of the Shares, estate of the Company may issue certificates in the Participant’s name for such Shares. Howeverdeceased Optionee, the Company shall not be liable under no obligation to issue Common Stock unless and until the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or Company is satisfied that the person or persons to whom exercising the Participant’s rights under this Agreement shall pass by will or by Option are the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee duly appointed legal representative of the Participant shall take rights herein granted subject to deceased Optionee's estate or the terms and conditions hereofproper legatees or distributees thereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section Sections 3 and 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan), the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (vE) using to the extent permitted by the Committee, through a “net settlement mechanism whereby the number of Shares delivered upon the exercise settlement” as described in Section 7(c) of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option PricePlan. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan, and such Shares have been issued. (iii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iiiii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. Notwithstanding the foregoing, the Company may elect to recognize the Participant’s ownership through uncertificated book entry. (iviii) In the event of the Participant’s death, to the Vested Portion extent vested and exercisable at the time of an Participant’s death or thereafter, the Option shall remain be exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section Sections 3 and 4(a) of this Agreementabove. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in part) exercised, to the extent it is exercisable, by delivering the Optionee's delivery to the Company at its principal office of written notice of intent exercise on any business day, at the Company's principal office, addressed to so exercise; provided that, the Option may be exercised with respect to whole Shares onlyattention of the Committee. Such notice shall specify the number of Shares for shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option PricePrice of the shares for which the Option is being exercised. The payment minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price may for the shares purchased pursuant to the exercise of the Option shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), in cash equivalents; (ii) in Shares having a Fair Market Value equal through the tender to the aggregate Option Price for Company of shares of Stock, which shares, if acquired from the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedCompany, that such Shares shall have been held by the Participant Optionee for any period as established from time at least six months and which shall be valued, for purposes of determining the extent to time by which the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOption Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) partly by a combination of the methods described in cash (i) and partly (ii). If the Stock is publicly traded, payment in such Shares, (iv) if there is a public market full of the Option Price need not accompany the written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the Shares at such time, shares of Stock for which the Option is exercised be delivered to a licensed broker acceptable to the extent permitted by Company as the Committee and subject agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to such rules as may be established by the Committee, through Company cash (or cash equivalents acceptable to the delivery Company) equal to the Option Price for the shares of irrevocable instructions Stock purchased pursuant to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to plus the amount (if any) of federal and/or other taxes which the Company an amount out of the proceeds of such sale equal may in its judgment, be required to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon withhold with respect to the exercise of the Option. An attempt to exercise the Option will other than as set forth above shall be reduced by invalid and of no force and effect. An individual holding or exercising an Option shall have none of the rights of a number of Shares that has a Fair Market Value equal shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the Option Pricesubject shares of Stock or to direct the voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid and issued to him. The Participant Except as provided in Section 10 hereof, no adjustment shall not have any rights to dividends be made for dividends, distributions or other rights of a stockholder with respect to Shares subject to an Option until for which the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised record date is prior to the completion date of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercisedissuance. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the Vested Portion of an The Option may be exercised (in whole or in part) exercised, to the extent it is exercisable, by delivering the Optionee's delivery to the Company at its principal office of written notice of intent exercise on any business day, at the Company's principal office, addressed to so exercise; provided that, the Option may be exercised with respect to whole Shares onlyattention of the Committee. Such notice shall specify the number of Shares for shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option PricePrice of the shares for which the Option is being exercised. The payment minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of (i) 100 shares and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the Option Price may for the shares purchased pursuant to the exercise of the Option shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), in cash equivalents; (ii) in Shares having a Fair Market Value equal through the tender to the aggregate Option Price for Company of shares of Stock, which shares, if acquired from the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; providedCompany, that such Shares shall have been held by the Participant Optionee for any period as established from time at least six months and which shall be valued, for purposes of determining the extent to time by which the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesOption Price has been paid thereby, at their Fair Market Value on the date of exercise; or (iii) partly by a combination of the methods described in cash (i) and partly (ii). If the Stock is publicly traded, payment in such Shares, (iv) if there is a public market full of the Option Price need not accompany the written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the Shares at such time, shares of Stock for which the Option is exercised be delivered to a licensed broker acceptable to the extent permitted by Company as the Committee and subject agent for the individual exercising the Option and, at the time such certificate or certificates are delivered, the broker tenders to such rules as may be established by the Committee, through Company cash (or cash equivalents acceptable to the delivery Company) equal to the Option Price for the shares of irrevocable instructions Stock purchased pursuant to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to plus the amount (if any) of federal and/or other taxes which the Company an amount out of the proceeds of such sale equal may in its judgment, be required to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon withhold with respect to the exercise of the Option. An attempt to exercise the Option will other than as set forth above shall be reduced by invalid and of no force and effect. An individual holding or exercising an Option shall have none of the rights of a number of Shares that has a Fair Market Value equal shareholder (for example, the right to receive cash or dividend payments or distributions attributable to the Option Pricesubject shares of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. The Participant Except as provided in Section 10 hereof, no adjustment shall not have any rights to dividends be made for dividends, distributions or other rights of a stockholder with respect to Shares subject to an Option until for which the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised record date is prior to the completion date of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercisedissuance. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an Option Option, to the extent vested, may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exerciseexercise on a form prescribed by the Company; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may be made at in cash, or its equivalent, or, with the election consent of the Committee, (x) by exchanging Shares owned by the Participant (i) in cash which are not the subject of any pledge or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased other security interest and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares which have been held owned by the Participant for any such period of time as established from time to time by the Committee in order is required to avoid adverse accounting treatment applying generally accepted accounting principles, consequences to the Company) or (iiiy) partly in cash and partly in such Shares, (iv) if there is a public market for at any time that the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committeeare publicly traded on a nationally recognized stock exchange, through the delivery of irrevocable instructions to a broker (as selected or approved by the Committee) to sell the Shares obtained otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price exercise price, or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to such aggregate exercise price. (ii) In the event that the Company establishes, for itself or using the services of a third party, an automated system for the Shares being purchasedexercise of options under the Plan, such as a system using an internet website or (v) using a net settlement mechanism whereby interactive voice response, then the number of Shares delivered upon the paperless exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice may be permitted through the use of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Planan automated system. (iiiii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not shall be exercised prior to the completion of in accordance with any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iiiiv) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall either (a) issue certificates in the Participant’s name for such SharesShares or (b) issue such Shares in uncertificated form, with the Shares recorded in the name of the Participant in the books and records of the Company’s transfer agent. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates Shares to him, the Participant, loss of any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates Shares or in the certificates themselves. (ivv) In the event of the Participant’s death, the Vested Portion of an Option Option, to the extent vested, shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a5(a) and the terms of this Agreement and notwithstanding Section 6.4 of the Plan5(b), the Vested Portion of an the Option may be exercised (by initiating the transaction in whole Participant’s Solium Shareworks account, or in part) by delivering to the Company at its principal office written notice of intent to so exercisecontacting a Solium representitive; provided that, that the Option may be exercised with respect to whole Common Shares only. Such notice to Solium shall specify the number of Common Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant exercise price as follows: (iA) in cash or its equivalent (e.g.by check, by check or, if permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal bank draft or money order payable to the aggregate Option Price for order of the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the CommitteeCompany; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, or (iiiB) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, solely to the extent permitted by applicable law, if the Common Shares are traded on a national securities exchange, and the Committee and subject to such rules as may be established by the Committeeauthorizes, through a procedure whereby the delivery of Participant delivers irrevocable instructions to a broker reasonably acceptable to sell Shares obtained upon the exercise of the Option and Committee to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for exercise price; (C) at the Participant’s discretion, having the Company withhold Common Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered issuable upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid or by payment in full for such or in part in the form of Common Shares andowned by the Participant, if applicable, has satisfied any other conditions imposed based on the Fair Market Value of the Common Shares on the payment date as determined by the Committee pursuant or (D) on such other terms and conditions as may be acceptable to the PlanCommittee. No Common Shares shall be issued until payment therefor, as provided herein, has been made or provided for, and the withholding obligation referred to in Section 8 herein is satisfied. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Common Shares, and the withholding obligation referred to in Section 8 herein is satisfied, the Company may shall issue certificates the Common Shares in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselvesbook-entry registration only. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 6(c) of the Plan, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any more than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price, provided that the Participant tenders cash or its equivalent to pay any applicable withholding taxes. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s 's death, the Vested Portion of an Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Securityholders Agreement designated by and the Committee (provided that, if the Participant is already a party to the Stockholders’ Subscription Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject The Option shall be exercised by written notice directed to Section 4(a) of this Agreement and notwithstanding Section 6.4 the Chief Financial Officer or General Counsel of the PlanCompany or other Officer as may hereafter be designated by the Committee (“Designated Officer”) at the Company’s principal office in Greensboro, the Vested Portion of an Option may be exercised (in whole North Carolina, or in part) by delivering to at such other office as the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares onlydesignate. Such notice shall specify (a) set forth the number of Shares full shares of Company Stock for which the Option is being exercised exercised, (b) be signed by the person exercising the Option, and shall (c) be accompanied by payment in full of the full purchase price of such shares (the “Option Price. The payment ”) in the form of the Option Price may be made at the election of the Participant (i) in cash a certified or its equivalent (e.g., by other check or, if permitted by acceptable to the Committee, a full-recourse promissory note)Company made payable to the order of the Company, (ii) a certificate or certificates (or an instrument confirming the ownership of shares of Company Stock in Shares having book-entry or other uncertificated form) representing shares of Company Stock (duly endorsed or otherwise in a form acceptable to the Designated Officer), or (iii) a combination of the foregoing, with the value of any shares of Company Stock being equal to their Fair Market Value equal to based on the aggregate Option Price for last trading day immediately preceding the Shares being purchased and satisfying such other reasonable requirements as may be imposed date said notice is received by the Committee; providedCompany. Such exercise shall be effective only when said properly executed notice, that such Shares have been held accompanied by check or stock certificates as referred to above, are received by the Participant Designated Officer. Any certificate for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery shares of irrevocable instructions to a broker to sell Shares obtained Company Stock issued upon the exercise of the Option or part thereof (and to deliver promptly for any shares of Company Stock delivered to the Company an amount out of the proceeds of such sale equal to the aggregate option price for the Shares being purchasedunder clause (c) above, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise in excess of the Option will Price) shall be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends issued or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Optionreissued, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to the completion of any registration or qualification of an Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, with or without restrictive legend, as determined by the Designated Officer, in the name of the person exercising the Option, and shall be delivered to such person; provided, however, that shares may be issued or reissued in book-entry uncertificated form if acceptable to the extent set forth in Section 4(a) Optionee or other person exercising the Option. All shares of this Agreement. Any heir or legatee of the Participant shall take rights Company Stock issued as provided herein granted subject to the terms will be fully paid and conditions hereofnonassessable. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan, the The Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. In the event the Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise the Option. The payment of the Option Price may be made at the election of the Participant (iA) in cash or its equivalent (e.g., by check orcheck), if (B) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iiiC) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, (ivD) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules requirements as may be established imposed by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Committee may prescribe any other method of payment that it determines to be consistent with applicable law. Neither the Participant nor the Participant’s representative shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable during the period set forth in Section 7(a) by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Award Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition Participant understands that all transactions in Company securities, including exercise of Options, are subject to the exercise of any Option evidenced by this AgreementCompany’s policies, including the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action)Fortegra Financial Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Regulation FD Policy.

Method of Exercise. (i) Subject to Section 4(a3(a) (Exercise of this Agreement and notwithstanding Section 6.4 Option — Period of the PlanExercise), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash or its equivalent (e.g., by check orcheck), if (ii) to the extent permitted by the Committee, a full-recourse promissory note), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for any no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and and, to the extent permitted by the Committee, partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale equal to the aggregate option price for the Shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may but not obligated to issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participanthim, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) In the event of the Participant’s death, the Vested Portion of an the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(aSection 3(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the Plan3(a), the Vested Portion of an the Option may be exercised (in whole or in part) by delivering to the Company at its principal office office, or its designee, written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Exercise Price. The payment of the Option Exercise Price may shall be made at the election of the Participant (i) in cash or its equivalent (e.g., by check or, if permitted by the Committee, a full-recourse promissory notecheck), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by of the CommitteeCompany; provided, provided that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principlesno less than six months, (iii) partly in cash and partly in such Shares, Shares or (iv) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate option price Option Price for the Shares shares being purchased, or (v) using a net settlement mechanism whereby the number of Shares delivered upon the exercise of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Price. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant pay all withholding taxes relating to the Planexercise. (ii) Notwithstanding any other provision of the Plan or this Agreement to Agreement, the contrary, absent an available exemption to registration or qualification, an Option may not be exercised prior to before the completion of any registration or qualification of an the Option or the Shares under as required by applicable state and federal securities laws or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee Company shall in its sole discretion determine in good faith to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) Upon the Company’s 's determination that an the Option has been validly exercised as to any of the Shares, the Company may Company, upon request by the Participant, shall issue certificates in the Participant’s 's name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participantcertificates, any loss by the Participant of the certificates, or any mistakes or errors in the issuance or content of the certificates or in the certificates themselvescertificates. (iv) In the event of the Participant’s 's death, the Vested Portion of an the Option shall remain exercisable by the Participant’s 's executor or administrator, or the person or persons to whom the Participant’s 's rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).

Method of Exercise. (i) i. Subject to Section 4(a) of this Agreement and notwithstanding Section 6.4 of the PlanAgreement, the Vested Portion of an Option may be exercised (in whole or in part) by delivering to the Company at its principal office written notice of intent to so exercise; provided that, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall be accompanied by make provision for the payment in full of the Option Price. The payment Payment of the aggregate Option Price may shall be made at paid to the election of the Participant (i) Company in cash or its equivalent (e.g., by check a check) or, if permitted by in the Committeesole discretion of the Committee and subject to such limitations, a full-recourse promissory note)holding periods, and other restrictions as the Committee may establish, (iiA) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other reasonable requirements as may be imposed by the Committeepurchased; provided, that such Shares have been held by the Participant for any period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles, (iii) partly in cash and partly in such Shares, (ivB) if there is a public market for the Shares at such time, to the extent permitted by the Committee and subject to such rules as may be established by the Committee, (x) through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale Sale or (y) using a net share settlement procedure or through the withholding of Shares subject to the Option, in each case, with a value equal to the aggregate option price Option Price for the Shares being purchased, or ; (vC) using a net settlement mechanism whereby any other form of consideration approved by the number of Shares delivered upon the exercise Committee and permitted by applicable law; and (D) any combination of the Option will be reduced by a number of Shares that has a Fair Market Value equal to the Option Priceforegoing. The No Participant shall not have any rights to dividends or other rights of a stockholder with respect to the Shares subject to an the Option until the Participant has given written notice of exercise issuance of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the PlanShares. (ii) . Notwithstanding any other provision of the Plan or this Agreement to the contrary, absent an available exemption to registration or qualification, an the Option may not be exercised prior to the completion of any registration or qualification of an the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole reasonable discretion determine to be necessary or advisable; provided, that the Company shall use commercially reasonable efforts to take such actions as are necessary and appropriate to register or qualify the Shares subject to the Option so it may be exercised. (iii) . Upon the Company’s determination that an the Option has been validly exercised as to any of the Shares, the Company may shall issue certificates certificates, or such other evidence of ownership as requested by the Participant, in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (iv) . In the event of the Participant’s death, the Vested Portion of an Option shall remain vested and exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. (v) As a condition to the exercise of any Option evidenced by this Agreement, the Participant shall execute the Stockholders’ Agreement designated by the Committee (provided that, if the Participant is already a party to the Stockholders’ Agreement, then the Shares acquired under the Option shall automatically become subject to such agreements without any further action).